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: HEIDI STAM
PO BOX 876
VALLEY FORGE, PA 19482
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000
DATE OF FISCAL YEAR END: OCTOBER 31
DATE OF REPORTING PERIOD: JULY 1, 2004 - JUNE 30, 2005
FUND: VANGUARD INTERNATIONAL VALUE FUND
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ISSUER: ABB LTD, ZUERICH
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL REPORT AND CONSOLIDATED ISSUER NO N/A N/A
FINANCIAL STATEMENTS, GROUP AUDITORS REPORT, ANNUAL
FINANCIAL STATEMENTS AND AUDITORS REPORT FOR THE FY 2004
PROPOSAL #2.: APPROVE OF THE ANNUAL REPORT, CONSOLIDATED ISSUER YES FOR N/A
FINANCIAL STATEMENTS, AND THE ANNUAL FINANCIAL
STATEMENTS FOR THE YEAR 2004
PROPOSAL #3.: GRANT DISCHARGE THE BOARD OF DIRECTORS AND ISSUER YES FOR N/A
THE PERSONS ENTRUSTED WITH THE MANAGEMENT FOR THE FY
2004
PROPOSAL #4.: APPROVE TO NOT DECLARE THE DISTRIBUTION OF ISSUER YES FOR N/A
A DIVIDEND AND TO CARRY FORWARD THE PROFIT AVAILABLE TO
THE GENERAL MEETING IN THE AMOUNT OF CHF 10,570,584
PROPOSAL #5.1: RE-ELECT MR. ROGER AGNELLI, BRAZILIAN TO ISSUER YES FOR N/A
THE BOARD FOR A FURTHER PERIOD OF 1 YEAR, UNTIL THE
GENERAL MEETING 2006
PROPOSAL #5.2: RE-ELECT MR. JURGEN DORMANN, GERMAN TO ISSUER YES FOR N/A
THE BOARD FOR A FURTHER PERIOD OF 1 YEAR, UNTIL THE
GENERAL MEETING 2006
PROPOSAL #5.3: RE-ELECT MR. LOUIS R. HUGES, AMERICAN TO ISSUER YES FOR N/A
THE BOARD FOR A FURTHER PERIOD OF 1 YEAR, UNTIL THE
GENERAL MEETING 2006
PROPOSAL #5.4: RE-ELECT MR. HANS ULRICH MARKI, SWISS TO ISSUER YES FOR N/A
THE BOARD FOR A FURTHER PERIOD OF 1 YEAR, UNTIL THE
GENERAL MEETING 2006
PROPOSAL #5.5: RE-ELECT MR. MICHEL DE ROSEN, FRENCH TO ISSUER YES FOR N/A
THE BOARD FOR A FURTHER PERIOD OF 1 YEAR, UNTIL THE
GENERAL MEETING 2006
PROPOSAL #5.6: RE-ELECT MR. MICHAEL TRESCHOW, SWEDISH TO ISSUER YES FOR N/A
THE BOARD FOR A FURTHER PERIOD OF 1 YEAR, UNTIL THE
GENERAL MEETING 2006
PROPOSAL #5.7: RE-ELECT MR. BREND W. VOSS, GERMAN TO THE ISSUER YES FOR N/A
BOARD FOR A FURTHER PERIOD OF 1 YEAR, UNTIL THE GENERAL
MEETING 2006
PROPOSAL #5.8: RE-ELECT MR. JACOB WALLENBERG, SWEDISH TO ISSUER YES FOR N/A
THE BOARD FOR A FURTHER PERIOD OF 1 YEAR, UNTIL THE
GENERAL MEETING 2006
PROPOSAL #6.: ELECT ERNST & YOUNG AG AS THE AUDITORS AND ISSUER YES FOR N/A
GROUP AUDITORS FOR THE FY 2005 AND OBT AG AS SPECIAL
AUDITORS TO FULFILL THE REQUIRED TASKS IN CONNECTION
WITH CAPITAL INCREASES
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ISSUER: ABN AMRO HOLDING NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/25/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE COMPLIANCE WITH DUTCH ISSUER NO N/A N/A
CORPORATE GOVERNANCE CODE: ISSUE OF FINANCING PREFERENCE
SHARES; CONDITIONAL CANCELLATION OF THE FINANCING
PREFERENCE SHARES; AND THE AMENDMENT OF THE ARTICLES OF
ASSOCIATION
PROPOSAL #2.: AMEND THE AUTHORIZATION GRANTED TO THE ISSUER NO N/A N/A
BOARD OF MANAGEMENT: A) TO ISSUE ORDINARY SHARES AND
CONVERTIBLE PREFERENCE SHARES OR TO GRANT RIGHTS TO TAKE
UP SUCH CLASSES OF SHARES; AND B) TO LIMIT OR EXCLUDE
THE PRE-EMPTIVE RIGHTS
PROPOSAL #3.: APPROVE THE CANCELLATION OF THE LISTING OF ISSUER NO N/A N/A
THE ABN AMRO HOLDING N.V. SECURITIES FROM THE SINGAPORE
EXCHANGE
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ISSUER: ABN AMRO HOLDING NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORT OF FY 2004 ISSUER NO N/A N/A
PROPOSAL #2.a: APPROVE THE 2004 FINANCIAL STATEMENTS ISSUER NO N/A N/A
PROPOSAL #2.b: APPROVE THE POLICY ON DIVIDENDS AND ISSUER NO N/A N/A
ADDITIONS TO RESERVES AND ADOPT THE 2004 DIVIDEND
PROPOSAL #2.c: GANT DISCHARGE FROM LIABILITY TO ISSUER NO N/A N/A
MANAGEMENT BOARD FOR THEIR MANAGEMENT CONDUCTED OVER
2004
PROPOSAL #2.d: GRANT DISCHARGE FROM LIABILITY TO ISSUER NO N/A N/A
SUPERVISORY BOARD FOR THEIR SUPERVISION EXERCISED OVER
2004
PROPOSAL #3.: APPROVE THE MANAGING BOARD COMPENSATION ISSUER NO N/A N/A
POLICY
PROPOSAL #4.a: APPOINT MR. ROBERT F. VAN DEN BERGH TO ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #4.b: APPOINT MR. ANTHONY RUYS TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.a: APPROVE THE CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #5.b: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
CONNECTION WITH THE IMPLEMENTATION OF THE STRUCTURE ACT
AND THE DUTCH CORPORATE GOVERNANCE CODE
PROPOSAL #6.: AUTHORIZE THE MANAGING BOARD TO HAVE THE ISSUER NO N/A N/A
COMPANY ACQUIRE FOR A CONSIDERATION SHARES IN ITS OWN
CAPITAL
PROPOSAL #7.a: AUTHORIZE THE MANAGING BOARD TO ISSUE ISSUER NO N/A N/A
ORDINARY SHARES, CONVERTIBLE PREFERENCE SHARES AND
PREFERENCE FINANCING SHARES OR TO GRANT RIGHTS TO TAKE
UP SUCH CLASSES OF SHARES
PROPOSAL #7.b: AUTHORIZE THE MANAGING BOARD TO RESTRICT ISSUER NO N/A N/A
OR EXCLUDE THE PRE-EMPTIVE RIGHTS GRANTED TO
SHAREHOLDERS BY LAW OR ARTICLES OF ASSOCIATION
PROPOSAL #8.: 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: 8/20/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE GROUP AND THE COMPANY ISSUER YES FOR N/A
FINANCIAL STATEMENTS FOR THE YE 31 MAR 2004
PROPOSAL #2.: APPROVE TO SANCTION THE PROPOSED ISSUER YES FOR N/A
REMUNERATION PAYABLE TO THE NON-EXECUTIVE DIRECTORS FROM
01 OCT 2004
PROPOSAL #3.1: RE-ELECT MR. D.C. BRINK AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: RE-ELECT MR. B.P. CONNELLAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: RE-ELECT MR. A.S. DU PLESSIS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: RE-ELECT MR. G. GRIFFIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: RE-ELECT MR. P. DU P KRUGER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: RE-ELECT MR. T.M.G. SEXWALE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE TO CONFIRM THE APPOINTMENT OF DR. ISSUER YES FOR N/A
J. VAN ZYL AS THE DIRECTOR OF THE COMPANY
PROPOSAL #5.: APPROVE TO CONFIRM THE APPOINTMENT OF DR. ISSUER YES ABSTAIN N/A
S.F. BOOYSENS AS THE DIRECTOR OF THE COMPANY
PROPOSAL #6.O1: APPROVE TO PLACE THE AUTHORIZED BUT ISSUER YES FOR N/A
UNISSUED ORDINARY SHARES OF THE COMPANY UNDER THE
CONTROL OF THE DIRECTORS TO ALLOT AND ISSUE SUCH SHARES
ON SUCH TERMS AS THEY DEEM FIT, LIMITED TO 5% OF THE
ORDINARY SHARES IN ISSUE AT 31 MAR 2004
PROPOSAL #7.O2: AUTHORIZE THE DIRECTORS TO ALLOT AND ISSUER YES FOR N/A
ISSUE ANY AUTHORIZED BUT UNISSUED ORDINARY SHARES FOR
CASH, LIMITED TO 5% OF THE ORDINARY SHARES IN ISSUE AT
31 MAR 2004
PROPOSAL #8.S1: AUTHORIZE THE COMPANY OR ANY OF ITS ISSUER YES FOR N/A
SUBSIDIARIES TO REPURCHASE SECURITIES ISSUED BY THE
COMPANY
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ISSUER: ABSA GROUP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE SCHEME I.T.O WHICH BARCLAYS ISSUER YES FOR N/A
WILL BECOME THE OWNER OF 32% OF THE APPLICANT'S ORDINARY
SHARES HELD BY SCHEME PARTICIPANTS AND THE SCHEME
PARTICIPANTS WILL RECEIVE A CASH CONSIDERATION OF ZAR
82.50 PER ABSA SHARE
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ISSUER: ABSA GROUP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: GRANT A WAIVER TO BARCLAYS FROM MAKING A ISSUER YES AGAINST N/A
MANDATORY OFFER TO ALL SHAREHOLDERS OF ABSA
PROPOSAL #2.: APPOINT MR. DOMINIC BRUYNSEELS AS A ISSUER YES FOR N/A
DIRECTOR OF ABSA, SUBJECT TO THE FULFILLMENT OF THE
CONDITIONS PRECEDENT
PROPOSAL #3.: APPOINT MR. DAVID ROBERTS AS A DIRECTOR OF ISSUER YES AGAINST N/A
ABSA SUBJECT TO THE FULFILLMENT OFTHE CONDITIONS
PRECEDENT
PROPOSAL #4.: APPOINT MR. NAGUIB KHERAJ AS A DIRECTOR OF ISSUER YES AGAINST N/A
ABSA, SUBJECT TO THE FULFILLMENT OF THE CONDITIONS
PRECEDENT
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ISSUER: ADIDAS-SALOMON AG, HERZOGENAURACH
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
ANNUAL REPORT FOR THE FY 2004, ALONG 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 68,691,114.50 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1.30 PER NO PAR SHARE EUR
9,074,414.50 SHALL BE CARRIED FORWARD EX-DIVIDEND;
PAYMENT DATE 05 MAY 2005
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.: APPROVE TO REVOKE THE AUTHORIZATION TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL BY UP TO EUR 42,800,000; AND
AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH THE
CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE
COMPANY'S SHARE CAPITAL BY UP TO EUR 41,000,000 THROUGH
THE ISSUE OF NEW SHARES AGAINST PAYMENT IN CASH;
AUTHORITY EXPIRES AFTER 5 YEARS ; SHAREHOLDERS SHALL BE
GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL AMOUNTS;
AND AMEND CORRESPONDING ARTICLES OF ASSOCIATION
PROPOSAL #6.: APPROVE TO REVOKE THE AUTHORIZATION TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL BY UP TO EUR 3,579,043.17 IN
RESPECT OF THE UNUSED PORTION; AND AUTHORIZE THE BOARD
OF MANAGING DIRECTORS, WITH THE CONSENT OF THE
SUPERVISORY BOARD, TO INCREASE THE COMPANY'S SHARE
CAPITAL BY UP TO EUR 4,000,000 THROUGH THE ISSUE OF NEW
BEARER NO-PAR SHARES AGAINST PAYMENT IN CASH AND/OR
KIND; AUTHORITY EXPIRES AFTER 3 YEARS ; THE
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT
FOR CASES IN WHICH THE BOARD OF MANAGING DIRECTORS
WITH THE CONSENT OF THE SUPERVISORY BOARD DECIDES
OTHERWISE; AND AMEND CORRESPONDING ARTICLES OF
ASSOCIATION
PROPOSAL #7.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS ISSUER NO N/A N/A
TO ACQUIRE OWN SHARES OF THE COMPANY OF UP TO 10% OF ITS
SHARE CAPITAL, AT A PRICE DIFFERING NEITHER MORE THAN
5% FROM THE MARKET PRICE OF THE SHARES IF THEY ARE
ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE THAN 15%;
IF THEY ARE ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR
BEFORE 03 NOV 2006; AUTHORIZE THE COMPANY TO SELL THE
SHARES AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, TO USE THE SHARES FOR ACQUISITION PURPOSES, FOR
THE SATISFACTION OF OPTION OR CONVERTIBLE RIGHTS, OR
WITHIN THE COMPANY'S STOCK OPTION PLAN, TO USE THE
SHARES AS PARTIAL REMUNERATION FOR MEMBERS OF THE BOARD
OF MANAGING DIRECTORS AND TO RETIRE THE SHARES
PROPOSAL #8.: APPOINT KPMG DEUTSCHE TREUHAND- ISSUER NO N/A N/A
GESELLSCHAFT AG, FRANKFURT, AS THE AUDITORS FOR THE FY
2005
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ISSUER: AIFUL CORP, KYOTO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: FINAL ISSUER YES FOR N/A
DIVIDEND JPY 30
PROPOSAL #2.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.12: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.13: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.14: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.15: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.16: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
PROPOSAL #5.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
CORPORATE OFFICERS
PROPOSAL #6.: APPROVE THE ISSUANCE OF STOCK ACQUISITION ISSUER YES FOR N/A
RIGHTS AS STOCK OPTIONS ON FAVORABLE
CONDITIONS
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ISSUER: AKBANK TURK ANONIM SIRKETI
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPOINT THE DIRECTING COUNCIL OF THE ISSUER NO N/A N/A
GENERAL MEETING AND AUTHORIZE THE COUNCIL FOR SIGNING
THE MINUTES OF THE GENERAL MEETING
PROPOSAL #2.: APPROVE THE ANNOUNCEMENTS OF THE REPORT OF ISSUER NO N/A N/A
THE BOARD OF DIRECTORS, THE INTERNAL AUDIT COMMITTEE
AND THE INDEPENDENT AUDITOR
PROPOSAL #3.: RATIFY THE BALANCE SHEET AND THE ISSUER NO N/A N/A
PROFIT/LOSS STATEMENT FOR 2004 AND GRANT DISCHARGE TO
THE BOARD OF DIRECTORS AND THE AUDITORS FROM THE
LIABILITY WITH REGARDS TO THE OPERATIONS AND ACCOUNTS OF
2004
PROPOSAL #4.: RATIFY THE PROFIT DISTRBUTION SCHEME WITH ISSUER NO N/A N/A
REGARDS TO THE 2004 PROFITS
PROPOSAL #5.: RATIFY MR. MEVLUT AYDEMIR AS THE STATUTORY ISSUER NO N/A N/A
AUDITOR
PROPOSAL #6.: APPOINT BASARAN NAS SERBEST MUHASEBECIMALI ISSUER NO N/A N/A
MUSAVIRLIK A.S. AS THE INDEPENDENT AUDITOR OF
PRICEWATERHOUSECOOPERS FOR 2004 AND 2005
PROPOSAL #7.: AUTHORIZE THE BOARD OF DIRECTORS IN ISSUER NO N/A N/A
CONNECTION WITH THE MATTERS FALLING WITHIN THE SCOPE OF
ARTICLES 334 AND 335 OF THE TURKISH COMMERCIAL CODE
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ISSUER: AKBANK TURK ANONIM SIRKETI
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPOINTMENT OF THE DIRECTING COUNCIL OF ISSUER NO N/A N/A
THE GENERAL MEETING, AND AUTHORIZATION OF THE COUNCIL
FOR SIGNING OF THE MINUTES OF THE GENERAL MEETING
PROPOSAL #2.: IN RELATION TO THE ACQUISITION OF AK ISSUER NO N/A N/A
ULUSLARARASI BANKASI A.S. (FORMER BNP-AK-DRESDNER BANK
/ISTANBUL), RATIFICATION OF AKBANK'S BALANCE SHEET AND
PROFIT AND LOSS ACCOUNTS AS OF 31 MARCH 2005, APPROVED
BY THE INDEPENDENT AUDITORS
PROPOSAL #3.: IN RELATION TO THE ACQUISITION OF AK ISSUER NO N/A N/A
ULUSLARARASI BANKASI., RATIFICATION OF DRAFT ACQUISITION
CONTRACT AND THE PREPERATION AND SIGNING OF THE
ACQUISITION CONTRACT. AUTHORIZATION OF THE BOARD OF
DIRECTORS TO UNDERTAKE NECESSARY PROCEDURES WITH THE
AUTHORIZED INSTITUTIONS
PROPOSAL #4.: IN ACCORDANCE WITH THE BOARD OF DIRECTORS ISSUER NO N/A N/A
PROPOSAL AND THE PERMISSIONS TAKEN FROM LEGAL
AUTHORITIES, AMENDMEND OF THE 4TH, 9TH AND 26TH ARTICLES
OF THE ARTICLES OF ASSOCIATION AND ADDITION OF A
TEMPORARY ARTICLE IN ORDER TO HARMONIZE WITH THE CHANGES
INTO NEW TURKISH LIRA
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ISSUER: AKBANK TURK ANONIM SIRKETI
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPOINT THE DIRECTING COUNCIL OF THE ISSUER NO N/A N/A
GENERAL MEETING, AND AUTHORIZE THE COUNCIL FOR THE
SIGNING OF THE MINUTES OF THE GENERAL MEETING
PROPOSAL #2.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
UNDERTAKE ACTIONS FOR THE PURCHASE OF THE WHOLE SET OF
FOUNDERS AND USUFRUCT SHARES BY AKBANK AT A PRICE OF TRY
403,248 PER SHARE WHICH IS DETERMINED BY ACCREDITED
THIRD PARTY APPROVED BY THE 2ND COMMERCIAL COURT OF
ISTANBUL AND THE PAYMENT FOR THE PURCHASE TO BE MADE
FROM THE EXTRAORDINARY RESERVES, BEGINNING FROM 28 JUN
2005
PROPOSAL #3.: APPROVE, IN ACCORDANCE WITH THE BOARD OF ISSUER NO N/A N/A
DIRECTORS PROPOSAL AND THE PERMISSIONS TAKEN FROM LEGAL
AUTHORITIES AND AMEND THE 9/F, 18, 82/C AND 83 ARTICLES
OF THE ARTICLES OF ASSOCIATION
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ISSUER: AKZO NOBEL NV (FORMERLY AKZO NV ARNHEM)
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/21/2005 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 FOR THE YEAR 2004
PROPOSAL #3.A: ADOPT THE 2004 FINANCIAL STATMENTS ISSUER NO N/A N/A
PROPOSAL #3.B: APPROVE THE RESERVATION AND THE DIVIDEND ISSUER NO N/A N/A
POLICY
PROPOSAL #3.C: ADOPT THE DIVIDEND PROPOSAL ISSUER NO N/A N/A
PROPOSAL #4.A: GRANT DISCHARGE TO THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT FROM LIABILITY FOR 2004
PROPOSAL #4.B: GRANT DISCHARGE TO THE SUPERVISORY BOARD ISSUER NO N/A N/A
FROM LIABILITY FOR 2004
PROPOSAL #5.: APPROVE THE NUMBER OF MEMBERS OF THE BOARD ISSUER NO N/A N/A
OF MANAGEMENT AT 4
PROPOSAL #6.1: APPOINT MR. M.A. VAN DEN BERGH TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #6.2: RE-APPOINT MR. A.E. COHEN TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #7.: APPROVE THE CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #8.A: APPROVE THE REMUNERATION POLICY FOR THE ISSUER NO N/A N/A
BOARD OF MANAGEMENT
PROPOSAL #8.B: APPROVE THE PERFORMANCE-RELATED SHARE ISSUER NO N/A N/A
PLAN FOR EXECUTIVES
PROPOSAL #8.C: APPROVE TO REVISE PERFORMANCE-RELATED ISSUER NO N/A N/A
OPTION PLAN FOR EXECUTIVES
PROPOSAL #9.: AMEND THE ARTICLES OF ASSOCIATION ISSUER NO N/A N/A
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 PRE-EMPTIVE RIGHTS
PROPOSAL #11.: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER NO N/A N/A
ACQUIRE SHARES OF THE COMPANY
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ISSUER: ALCAN INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/22/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE THE ARRANGEMENT THE ARRANGEMENT ISSUER YES FOR N/A
UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS
ACT SUBSTANTIALLY AS SET OUT IN THE PLAN OF ARRANGEMENT
ATTACHED AS SCHEDULE D TO ALCAN'S MANAGEMENT PROXY
CIRCULAR DATED 23 NOV 2004 AS SPECIFIED; AND
NOTWITHSTANDING THAT THIS RESOLUTION BE ADOPTED BY THE
SHAREHOLDERS OF ALCAN, THE ARRANGEMENT SHALL TAKE EFFECT
ONLY AT SUCH TIME AS DETERMINED BY FURTHER RESOLUTION
OF THE BOARD OF DIRECTORS, WHICH SHALL ALSO HAVE THE
AUTHORITY TO REVOKE THIS RESOLUTION AT ANY TIME PRIOR TO
THE ISSUANCE OF A CERTIFICATE GIVING EFFECT TO THE
ARRANGEMENT, WITHOUT FURTHER APPROVAL OF THE
SHAREHOLDERS OF THE CORPORATION; PROVIDED, HOWEVER, THAT
IF THE BOARD OF DIRECTORS DECIDES TO PROCEED WITH THE
ARRANGEMENT, ARTICLES OF ARRANGEMENT SHALL BE FILED ON
OR BEFORE 28 APR 2005; AND AUTHORIZE ANY OFFICER OF THE
CORPORATION, FOR AND ON BEHALF OF THE CORPORATION, TO
EXECUTE AND DELIVER ARTICLES OF ARRANGEMENT AND ALL
OTHER DOCUMENTS AND TO DO ALL SUCH OTHER ACTS OR THINGS
AS SUCH PERSON MAY DETERMINE TO BE NECESSARY OR
ADVISABLE TO GIVE EFFECT TO THIS RESOLUTION
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ISSUER: ALCAN INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. ROLAND BERGER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: ELECT MR. L. DENIS DESAUTELS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: ELECT MR. TRAVIS ENGEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. L. YVES FORTIER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT MR. JEAN-PAUL JACAMON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT MR. WILLIAM R. LOOMIS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT MR. YVES MANSION AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MRS. CHRISTINE MORIN-POSTEL AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.9: ELECT MR. H. ONNO RUDING AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. GUY SAINT-PIERRE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.11: ELECT MR. GERHARD SCHULMEYER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.12: ELECT MR. PAUL M. TELLIER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.13: ELECT MR. MILTON K. WONG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP, ISSUER YES FOR N/A
MONTREAL, CANADA, AS THE AUDITORS TO SERVE UNTIL THE
CLOSE OF THE NEXT AGM OF THE COMPANY, AND AUTHORIZE THE
DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS SO
APPOINTED
PROPOSAL #3.: APPROVE TO RE-CONFIRM THAT THE SHAREHOLDER ISSUER YES FOR N/A
RIGHTS PLAN INCLUDED IN THE SHAREHOLDER RIGHTS
AGREEMENT MADE AS OF 14 DEC 1989, BETWEEN THE COMPANY
AND CIBC MELLON TRUST COMPANY, AS AMENDED, AS
SUMMARIZED IN SCHEDULE B OF THE PROXY CIRCULAR DATED 2
MAR 2005 ; AUTHORIZE ANY OFFICER OR DIRECTOR OF THE
COMPANY, FOR AND ON BEHALF OF THE COMPANY, TO DO ALL
SUCH THINGS AND TO EXECUTE ALL SUCH DOCUMENTS OR
INSTRUMENTS AS MAY BE NECESSARY OR DESIRABLE TO GIVE
EFFECT TO THIS RESOLUTION
PROPOSAL #4.: APPROVE THE AMENDMENTS TO THE ALCAN ISSUER YES FOR N/A
EXECUTIVE SHARE OPTION PLAN, INCLUDING THE ADDITION OF
12,000,000 COMMON SHARES RESERVED FOR ISSUANCE UNDER THE
ALCAN EXECUTIVE SHARE OPTION PLAN AS DESCRIBED IN
SCHEDULE D OF PROXY CIRCULAR DATED 2 MAR 2005
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARCELOR SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BOARD MANAGERS REPORT AND ISSUER NO N/A N/A
AUDITORS REPORT
PROPOSAL #2.: APPROVE THE ANNUAL ACCOUNTS ISSUER NO N/A N/A
PROPOSAL #3.: APPROVE THE CONSOLIDATED ACCOUNTS ISSUER NO N/A N/A
PROPOSAL #4.: APPROVE THE RESULT APPLICATION ISSUER NO N/A N/A
PROPOSAL #5.: APPROVE THE BOARD MANAGEMENT FOR THE YEAR ISSUER NO N/A N/A
2004
PROPOSAL #6.: APPOINT THE DIRECTOR ISSUER NO N/A N/A
PROPOSAL #7.: APPROVE TO RENEW THE MEMBERSHIP OF BOARD ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASAHI GLASS
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVAL OF THE PROFIT APPROPRIATION FOR ISSUER YES FOR N/A
NO.80 TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN
PROPOSED AS JPY 6 PER SHARE
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT MR. SHINYA ISHIZU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT MR. MASAHIRO KADOMATSU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT MR. HAJIME AMEMIYA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT MR. TAKASHI MATSUZAWA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT MR. HARUO SHIMADA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT MR. KAKUTAROU KITASHIRO AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.7: ELECT MR. TAKUYA GOTOU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: ELECT MR. TAKASHI TERASHIMA AS A ISSUER YES FOR N/A
STATUTORY AUDITOR
PROPOSAL #4.2: ELECT MR. SEIJI MUNAKATA AS A STATUTORY ISSUER YES FOR N/A
AUDITOR
PROPOSAL #5.: AUTHORIZE THE COMPANY TO GIVE FREE SHARE ISSUER YES AGAINST N/A
SUBSCRIPTION RIGHTS TO DIRECTORS, EXECUTIVES, AND
EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES AS STOCK
OPTION IN ACCORDANCE WITH COMMERCIAL CODE 280-20 AND
280-21
PROPOSAL #6.: GRANT RETIREMENT ALLOWANCES TO STATUTORY ISSUER YES AGAINST N/A
AUDITORS MR. MASASHI SAKAMOTO AND MR. HIROSHI WATANABE
AND ALSO, IN CONNECTION WITH THE ADOPTED ABOLISHMENT OF
RETIREMENT ALLOWANCES SYSTEM, THE COMPANY GRANTS
RETIREMENT ALLOWANCES UPON RETIREMENT TO CURRENT
STATUTORY AUDITORS MR. KAZUHIKO NAGANO AND MR. MASAYUKI
MINATO
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASSURANCES GENERALES DE FRANCE AGF, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, OF THE CHAIRMAN AND THE GENERAL REPORT OF THE
STATUTORY AUDITORS, APPROVE THE FINANCIAL STATEMENTS
AND THE BALANCE SHEET FOR THE FYE ON 31 DEC 2004, IN THE
FORM PRESENTED TO THE MEETING
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, OF THE CHAIRMAN AND THE STATUTORY AUDITORS,
APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE
SAID FY, IN THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: APPROVE THE RECOMMENDATIONS OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS AND RESOLVES TO APPROPRIATE THE EARNINGS
FOR THE FYE ON 31 DEC 2004, AS FOLLOWS: PROFITS FOR THE
FY: EUR 184,751,286.36; PRIOR RETAINED EARNINGS: EUR
142,402,233.91; LESS EUR 4,987,50.00 AMOUNT OF THE
EXCEPTIONAL TAX ; DISTRIBUTABLE PROFITS OF EUR
327,153,520.27; ALLOCATED TO: THE GLOBAL DIVIDEND FOR
EUR 327,112,877.92; THE BALANCE THAT IS EUR 40,642.35 TO
THE CARRY FORWARD ACCOUNT; THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 1.84 PER SHARE, AND WILL
ENTITLE NATURAL PERSONS TO THE 50% ALLOWANCE; THIS
DIVIDEND WILL BE PAID ON 24 MAY 2005
PROPOSAL #O.4: APPROVE THE SHARE PREMIUM ACCOUNT IS OF ISSUER NO N/A N/A
EUR 1,687,227,351.74, THE NUMBER OF THE COMPANY'S SELF
DETAINED SHARES ON 11 MAR 2005, BEING OF 11,854,009 AND
CONSEQUENTLY THE NUMBER OF SHARES TO BE REMUNERATED
BEING OF EUR 177,778,738.00; THE GENERAL MEETING DECIDES
TO ALLOCATE AN AMOUNT OF EUR 135,111,840.88 THAT IS EUR
0.76 PER SHARE, BY A DRAWING UPON THE SHARE PREMIUM
ACCOUNT THUS AMOUNTING TO EUR 1,552,115,510.86; THIS
AMOUNT WILL BE PAID STARTING 24 MAY 2005; A GLOBAL
AMOUNT OF EUR 2.60 PER SHARE WILL BE ALLOCATED TO THE
SHAREHOLDERS, THE DIVIDEND OF EUR 1.84 SET FORTH IN THE
PREVIOUS RESOLUTION BEING TAKEN INTO ACCOUNT
PROPOSAL #O.5: APPROVE THAT, PURSUANT TO ARTICLE 39 OF ISSUER NO N/A N/A
THE AMENDED FINANCE LAW FOR 2004, TO TRANSFER THE AMOUNT
OF EUR 200,000,000.00 POSTED TO THE SPECIAL RESERVE OF
LONG-TERM CAPITAL GAINS TO AN ORDINARY RESERVE ACCOUNT,
TO CHARGE AGAINST THIS RESERVE THE AMOUNT OF THE
EXCEPTIONAL TAX WHICH BRINGS BACK THE ORDINARY RESERVE
TO EUR 404,074,562.43; IT CREDITS THE CARRY FORWARD
ACCOUNT WITH THE SAID EXCEPTIONAL TAX, THIS ACCOUNT WILL
CONSEQUENTLY BE OF EUR 5,028,142.35
PROPOSAL #O.6: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
SEQ. OF THE FRENCH COMMERCIAL CODE, APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.7: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY SET FORTH IN RESOLUTION
NUMBER 11 AND GIVEN FOR 5 YEARS BY THE CGM OF 30 MAY
2000, TO PROCEED IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
1,500,000,000.00, WITH THE ISSUE OF BONDS; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES
AT THE END OF 5 YEARS
PROPOSAL #O.8: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION TO THE AUTHORITY SET FORTH IN RESOLUTION
O.15 AND GIVEN BY THE CGM OF 25 MAY 2004, TO BUY BACK
THE COMPANY'S SHARES ON THE OPEN MARKET, AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 90.00
WITHOUT PURCHASE FEE , MINIMUM SALE PRICE: EUR 35.00
WITHOUT TRANSFER TAX , MAXIMUM NUMBER OF SHARES THAT MAY
BE ACQUIRED: 10% OF THE SHARE CAPITAL, MAXIMUM AMOUNT
LIABLE TO BE USED FOR SUCH REPURCHASES: EUR
1,707,175,530.00; AUTHORITY EXPIRES AT THE END OF 18
MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.9: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY SET FORTH IN RESOLUTION
NUMBER 12 AND GIVEN FOR 5 YEARS BY THE CGM OF 30 MAY
2000, TO PROCEED IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
1,500,000,000.00, WITH THE ISSUE OF SUBORDINATED
SECURITIES; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRES AT THE END OF 5 YEARS
PROPOSAL #O.10: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE CGM ON 26 MAY
2003, TO INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL
AMOUNT OF EUR 650,000,000.00, BY WAY OF ISSUING
COMPANY'S COMMON SHARES OR ANY SECURITIES GIVING ACCESS
TO COMPANY'S COMMON SHARES; THE NOMINAL VALUE OF DEBT
INSTRUMENTS ISSUED SHALL NOT EXCEED EUR
1,500,000,000.00; THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS ARE MAINTAINED; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THIS DELEGATION OF
POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO
THE SAME EFFECT; AUTHORITY EXPIRES AT THE END OF 26
MONTHS
PROPOSAL #O.11: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE CGM ON 26 MAY
2003, TO INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL
AMOUNT OF EUR 650,000,000.00, BY WAY OF ISSUING
COMPANY'S COMMON SHARES OR ANY SECURITIES GIVING ACCESS
TO COMPANY'S COMMON SHARES; THE NOMINAL VALUE OF DEBT
INSTRUMENTS ISSUED SHALL NOT EXCEED EUR
1,500,000,000.00; THE SHAREHOLDERS PRE-EMPTIVE
SUBSCRIPTION RIGHTS ARE CANCELLED; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THIS DELEGATION OF
POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO
THE SAME EFFECT; AUTHORITY EXPIRES AT THE END OF 26
MONTHS
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE CGM ON 26 MAY
2003, IN ORDER TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS AND AT ITS SOLE DISCRETION, BY A
MAXIMUM NOMINAL AMOUNT OF EUR 650,000,000.00, BY WAY OF
CAPITALIZING RESERVES, PROFITS, ADDITIONAL PAID IN
CAPITAL, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS
SHARES OR THE RAISE OF PAR VALUE OF THE EXISTING SHARES
OR BY UTILIZING THESE TWO METHODS SIMULTANEOUSLY;
AUTHORIZE TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THIS DELEGATION OF POWERS SUPERSEDES ANY
AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS
PROPOSAL #O.13: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE CGM ON 26 MAY
2003, TO ISSUE COMPANY'S NEW SHARES, IN CONSIDERATION
FOR SECURITIES TENDERED IN A PUBLIC EXCHANGE OFFER
INITIATED BY THE COMPANY CONCERNING THE SHARES OF
ANOTHER COMPANY, THE CAPITAL INCREASES MAXIMUM NOMINAL
AMOUNT WILL NOT EXCEED EUR 650,000,000.00; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THIS DELEGATION OF
POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO
THE SAME EFFECT; AUTHORITY EXPIRES AT THE END OF 26
MONTHS
PROPOSAL #O.14: APPROVE THAT THE OVERALL NOMINAL AMOUNTS ISSUER NO N/A N/A
PERTAINING TO THE CAPITAL INCREASES TO BE CARRIED OUT
BY WAY OF ISSUING SHARES, WITH THE USE OF THE DELEGATION
GIVEN BY REGULATIONS NUMBER 10, 11, 12 AND 13 SHALL NOT
EXCEED EUR 650,000,000.00; THE ISSUE OF THE DEBT
SECURITIES TO BE CARRIED OUT WITH THE USE OF THE
DELEGATION GIVEN BY THE RESOLUTION NUMBER 10, 11, 12 AND
13 SHALL NOT EXCEED EUR 1,500,000,000.00; IN
SUBSTITUTION FOR THE AUTHORITY OF THE CGM ON 26 MAY 2003
PROPOSAL #O.15: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE CGM ON 25 MAY
2004, IN ORDER TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, BY WAY OF ISSUING COMMON SHARES IN
FAVOUR OF THE COMPANY'S EMPLOYEES WHO ARE MEMBERS OF A
COMPANY SAVINGS PLAN, FOR AN AMOUNT WHICH SHALL NOT
EXCEED 3% OF THE CAPITAL; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS
PROPOSAL #O.16: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, WITHIN THE LIMIT OF 10% OF
THE SHARE CAPITAL, BY WAY OF ISSUING SHARES, EQUITY
SECURITIES OR INSTRUMENTS OR VARIOUS SECURITIES GIVING
OR WHICH COULD GIVE ACCESS TO THE SHARE CAPITAL, IN
CONSIDERATION FOR THE CONTRIBUTION IN KIND GRANTED TO
THE COMPANY AND COMPRISED OF EQUITY SECURITIES OR
SECURITIES GIVING ACCESS TO SHARE CAPITAL; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS
PROPOSAL #O.17: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER NO N/A N/A
PROCEED WITH ALLOCATIONS FREE OF CHARGE OF COMPANY'S
EXISTING SHARES IN FAVOUR OF THE COMPANY'S EMPLOYEES OR
OFFICERS OR OF ONLY CERTAIN OF TERMS AND OF THOSE OF THE
COMPANIES LINKED TO IT, PROVIDED THAT THEY SHALL NOT
REPRESENT A TOTAL NUMBER OF SHARES EXCEEDING 2,000,000
SHARES; AUTHORITY EXPIRES AT THE END OF 38 MONTHS
PROPOSAL #O.18: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE CGM ON 25 MAY
2004, TO REDUCE THE SHARES CAPITAL BY CANCELING, IN
ACCORDANCE WITH VARIOUS AUTHORIZATION GIVEN BY PERVIOUS
CGM, THE SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 5 YEARS
PROPOSAL #O.19: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASTRAZENECA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE COMPANY'S ACCOUNTS AND THE ISSUER YES FOR N/A
REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YE 31
DEC 2004
PROPOSAL #2.: APPROVE TO CONFIRM THE FIRST INTERIM ISSUER YES FOR N/A
DIVIDEND OF USD 0.295 16.0 PENCE, SEK 2.200 PER
ORDINARY SHARE AND TO CONFIRM AS THE FINAL DIVIDEND FOR
2004 THE SECOND INTERIM DIVIDEND OF USD 0.645 34.3
PENCE SEK 4.497 PER ORDINARY SHARE
PROPOSAL #3.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.: AUTHORIZE THE DIRECTORS TO AGREE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITOR
PROPOSAL #5.1: RE-ELECT MR. LOUIS SCHWEITZER AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.2: RE-ELECT MR. HAKAN MORGEN AS A DIRECTOR ISSUER YES FOR N/A
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.3: RE-ELECT SIR TOM MCKILLOP AS A DIRECTOR ISSUER YES FOR N/A
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.4: RE-ELECT MR. JONATHAN SYMONDS AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.5: RE-ELECT MR. JOHN PETTERSON FRCP AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.6: RE-ELECT MR. DAVID R. BRENNAN AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.7: RE-ELECT SIR PETER BONFIELD CBE AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.8: RE-ELECT MR. JOHN BUCHANAN AS A DIRECTOR ISSUER YES FOR N/A
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.9: RE-ELECT MR. JANE HENNEY AS A DIRECTOR IN ISSUER YES FOR N/A
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.10: RE-ELECT MR. MICHELE HOOPER AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.11: RE-ELECT MR. JOE JIMENEZ AS A DIRECTOR ISSUER YES FOR N/A
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.12: RE-ELECT MR. EMA MOLLER AS A DIRECTOR IN ISSUER YES FOR N/A
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.13: RE-ELECT MR. DAME BRIDGET OGILVIE AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.14: RE-ELECT MR. MARCUS WALLENBERG AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 31 DEC 2004 AS SPECIFIED
PROPOSAL #7.: APPROVE: THE RULES OF THE ASTRAZENECA ISSUER YES FOR N/A
PERFORMANCE SHARE PLAN THE PLAN AND AUTHORIZE THE
DIRECTORS TO DO ALL SUCH ACTS AND THINGS AS THEY MAY
CONSIDER NECESSARY OR EXPEDIENT TO CARRY THE PLAN INTO
EFFECT; TO ESTABLISH SUCH SCHEDULES TO THE PALN AS THEY
MAY CONSIDER NECESSARY IN RELATION TO EMPLOYEES IN
JURISDICTIONS OUTSIDE THE UK, WITH SUCH MODIFICATIONS AS
MAY BE NECESSARY OR DESIRABLE TO TAKE ACCOUNT OF LOCAL
SECURITIES LAWS, EXCHANGE CONTROL AND TAX LEGISLATION,
PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER SUCH
SCHEDULES BE TREATED AS COUNTING AGAINST THE RELEVANT
LIMITS ON INDIVIDUAL AND OVERALL PARTICIPATION IN THE
PLAN
PROPOSAL #8.: AUTHORIZE THE COMPANY AND ANY COMPANY ISSUER YES FOR N/A
WHICH IS OR BECOMES A SUBSIDIARY OF THE COMPANY DURING
THE PERIOD TO WHICH THIS RESOLUTION RELATES, FOR THE
PURPOSES OF PART XA OF THE COMPANIES ACT 1985, TO MAKE
DONATION TO EU POLITICAL EXPENDITURE DURING THE PERIOD
ENDING ON THE DATE THE OF THE COMPANY'S AGM IN 2006
PROVIDED THAT ANY SUCH DONATIONS AND EXPENDITURE MADE BY
THE COMPANY TOGETHER WITH THOSE MADE BY ANY SUBSIDIARY
COMPANY WHILE IT IS A SUBSIDIARY OF THE COMPANY NOT
EXCEEDING IN AGGREGATE OF GBP 150,000 DURING THAT PERIOD
PROPOSAL #9.: APPROVE THAT THE AUTHORITY AND POWER TO ISSUER YES FOR N/A
ALLOT NEW SHARES CONFERRED ON THE DIRECTORS BY ARTICLE
7.1 OF THE COMPANY'S ARTICLES OF ASSOCIATION BE RENEWED
FOR THE PERIOD COMMENCING ON THE DATE OF THIS AGM AND
ENDING ON THE DATE OF THE AGM OF THE COMPANY IN 2006 OR,
IF EARLIER, ON 30 JUN 2006, AND FOR SUCH PERIOD THE
SECTION 80 AMOUNT SHALL BE USD 136,488,521
PROPOSAL #S.10: APPROVE THAT THE POWER CONFERRED ON THE ISSUER YES FOR N/A
DIRECTORS BY ARTICLE 7.1 OF THE COMPANY'S ARTICLES OF
ASSOCIATION BE RENEWED FOR THE PERIOD COMMENCING ON THE
DATE OF THIS AGM AND ENDING ON THE DATE OF THE AGM OF
THE COMPANY IN 2006 OR, IF EARLIER, ON 30 JUN 2006, AND
FOR SUCH PERIOD THE SECTION 89 AMOUNT SHALL BE USD
20,473,278
PROPOSAL #S.11: AUTHORIZE THE COMPANY, FOR THE PURPOSES ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF A MAXIMUM NUMBER
OF SHARES OF UP TO 10% ORDINARY SHARES OF USD 0.25 EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF
USD 0.25 AND UP TO 105% OF THE AVERAGE OF MIDDLE MARKET
VALUES OF THE COMPANY'S ORDINARY SHARES 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 2006 OR
30 JUN 2006 ; 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: AVIVA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE COMPANY'S REPORT ISSUER YES FOR N/A
AND THE ACCOUNTS FOR THE YE 31 DEC 2004
PROPOSAL #2.: DECLARE THE FINAL DIVIDEND OF 16.00 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE OF THE COMPANY FOR THE YE 31 DEC 2004
PROPOSAL #3.: ELECT MR. RICHARD GOELTZ AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #4.: ELECT MR. ANDREW MOSS AS A DIRECTOR OF THE ISSUER YES FOR N/A
COMPANY
PROPOSAL #5.: ELECT LORD SHARMAN OF REDLYNCH AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #6.: ELECT MR. RUSSELL WALLS AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMAPNY
PROPOSAL #7.: RE-ELECT MR. GUILLERMO DE LA DEHESA AS ISSUER YES FOR N/A
ADIRECTOR OF THE COMPANY
PROPOSAL #8.: RE-ELECT MR. WIM DIK AS A DIRECTOR OF THE ISSUER YES FOR N/A
COMPANY
PROPOSAL #9.: RE-ELECT MR. DEREK STEVENS AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #10.: RE-ELECT MR. ANDRE VILLENEUVE AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #11.: RE-ELECT MR. GEORGE PAUL AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #12.: RE-ELECT MR. ELIZABETH VLLANCE AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #13.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITOR OF THE COMPANY UNTIL THE NEXT AGM
PROPOSAL #14.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #15.: AUTHORIZE THE DIRECTORS, TO ALLOT THE ISSUER YES FOR N/A
COMPANY'S UNISSUED SHARES UP TO AN MINIMUM NOMINAL
AMOUNT OF GBP 179 MILLION 31.4% OF THE TOTAL ORDINARY
SHARE CAPITAL AS AT 08 MAR 2005 ; THE COMPANY DID NOT
HOLD ANY TREASURY SHARES AS AT 08 MAR 2005; AUTHORITY
EXPIRES THE EARLIER OF THE NEXT AGM OF THE COMPANY OR 26
SEP 2004 ; AND THE DIRECTORS MAY MAKE ALLOTMENTS DURING
THE RELEVANT PERIOD WHICH MAY BE EXERCISED AFTER THE
RELEVANT PERIOD; OTHER THAN IN RELATION TO COMPANY'S
OFFER FOR RAC PLC, THE EMPLOYEE SHARE OPTION PLANS
OPERATED BY THE GROUP AND THE OPERATION OF THE COMPANY'S
SCRIP DIVIDEND SCHEME, THE DIRECTORS HAVE NO PRESENT
INTENTION OF EXERCISING THIS AUTHORITY
PROPOSAL #S.16: APPROVE THAT THE AUTHORITY CONFERRED ON ISSUER YES FOR N/A
THE DIRECTORS BY ARTICLE 5.04(B) OF THE COMPANY'S
ARTICLES OF ASSOCIATION BE RENEWED; AUTHORITY EXPIRES
EARLIER THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR
15 MONTHS FOR THAT PERIOD THE SECTION 89 AMOUNT WILL
BE GBP 28 MILLION; THE AUTHORITY SOUGHT AND THE LIMITS
SET BY THIS RESOLUTION WILL ALSO DISAPPLY THE
APPLICATION OF SECTION 89 OF THE COMPANIES ACT 1985 FROM
A SALE OF TREASURY SHARES TO THE EXTENT; THE GUIDELINES
ISSUED BY THE INVESTMENT COMMITTEE OF THE ASSOCIATION
OF BRITISH ISSUERS AND THE NATIONAL ASSOCIATION OF
PENSION FUNDS LIMITED, THE BOARD CONFIRMS ITS INTENTION
THAT NO MORE THAN 7.5% OF THE ISSUED SHARE CAPITAL WILL
BE ISSUED FOR CASH ON A NON-PRE-EMPTIVE BASIS DURING ANY
ROLLING 3 YEAR PERIOD; THE DIRECTORS HAVE NO PRESENT
INTENTIONS OF EXERCISING THIS AUTHORITY
PROPOSAL #17.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT CONTAINING WITH IN THE REPORT AND THE ACCOUNTS
FOR THE YE 31 DEC 2004 BY SHAREHOLDERS IN ACCORDANCE
WITH SECTION 214A OF THE COMPANIES ACT 1985
PROPOSAL #18.: APPROVE THE RULES OF THE AVIVA ANNUAL ISSUER YES FOR N/A
BONUS PLAN 2005; AUTHORIZE THE DIRECTORS TO DO ALL THE
ACTS AND THINGS NECESSARY AND EXPEDIENT TO ADOPT AND
OPERATE IT, INCLUDING MAKING SUCH MODIFICATIONS AS THE
DIRECTORS CONSIDER APPROPRIATE TO TAKE ACCOUNT OF THE
REQUIREMENTS OF THE UK LISTING AUTHORITY AND BEST
PRACTICE
PROPOSAL #19.: APPROVE THE RULES OF THE AVIVA LONG TERM ISSUER YES FOR N/A
INCENTIVE PLAN 2005; AUTHORIZE THE DIRECTORS TO DO ALL
THE ACTS AND THINGS NECESSARY AND EXPEDIENT TO ADOPT AND
OPERATE IT, INCLUDING MAKING SUCH MODIFICATIONS AS THE
DIRECTORS CONSIDER APPROPRIATE TO TAKE ACCOUNT OF THE
REQUIREMENTS OF THE UK LISTING AUTHORITY AND BEST
PRACTICE
PROPOSAL #20.: APPROVE THE RULES OF THE AVIVA EXECUTIVE ISSUER YES FOR N/A
SHARE OPTION PLAN 2005; AUTHORIZE THE DIRECTORS TO DO
ALL THE ACTS AND THINGS NECESSARY AND EXPEDIENT TO ADOPT
AND OPERATE IT
PROPOSAL #21.: APPROVE THE LIMIT ON THE AGGREGATE AMOUNT ISSUER YES FOR N/A
OF THE REMUNERATION WHICH MAY BE PAID BY THE COMPANY TO
THE DIRECTORS FOR THEIR SERVICES AS SET OUT IN THE
ARTICLE 20.04 OF THE COMPANY'S ARTICLES OF ASSOCIATION
BE INCREASED FROM GBP 1,000,000 TO GBP 1,500,000 PER
ANNUM
PROPOSAL #S.22: APPROVE TO INCREASE THE AUTHORIZED SHARE ISSUER YES FOR N/A
CAPITAL OF THE COMPANY FORM GBP 950 MILLION TO GBP 1.45
BILLION AND EUR 700 MILLION BY CREATING OF : 500
MILLION PREFERENCE SHARES OF GBP 1 EACH THE EURO SHARES
; AND 700 MILLION PREFERENCE SHARES OF EUR 1 EACH THE
EURO NEW PREFERENCE SHARES TOGETHER WITH THE STERLING
NEW PREFERENCE SHARES , THE NEW PREFERENCE SHARES THE
NEW PREFERENCE SHARES SHALL HAVE ATTACHED TO THEM THE
RIGHTS AND TERMS REFERRED TO OR AUTHORIZED IN THE NEW
ARTICLE 3.05 REFERRED BELOW; AUTHORIZE THE DIRECTORS, IN
SUBSTITUTION OF ANY EXISTING AUTHORITY AND PURSUANT TO
SECTION 95 OF THE COMPANIES ACT 1985 THE ACT , TO ALLOT
NEW PREFERENCE SHARES SECTION 94 FOR CASH PURSUANT TO
THE AUTHORITY CONFERRED BY THIS RESOLUTION, SECTION
89(1) , DOES NOT APPLY TO SUCH ALLOTMENT; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2010 OR 5 YEARS ; AND THE DIRECTORS MAY
ALLOT PREFERENCE SHARES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY; AMEND THE COMPANY'S ARTICLES
OF ASSOCIATION BY ADOPTING THE INCLUSION OF ARTICLE 3.05
PROPOSAL #S.23: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 228 MILLION ORDINARY SHARES OF 25 PENCE EACH IN
THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25
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; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 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.24: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 100 MILLION 8 3/4% CUMULATIVE IRREDEEMABLE
PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL OF THE
COMPANY, AT A MINIMUM PRICE OF 25 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; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 15 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.25: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 100 MILLION 8 3/4% CUMULATIVE IRREDEEMABLE
PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL OF THE
COMPANY, AT A MINIMUM PRICE OF 25 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; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 15 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: AXA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORT OF THE EXECUTIVE ISSUER NO N/A N/A
COMMITTEE AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS; APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR CLOSED ON 31 DEC 2004, IN THE
FORM PRESENTED TO THE MEETING
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER NO N/A N/A
COMMITTEE AND THE STATUTORY AUDITORS; APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY IN THE
FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: APPROVE THE PROFITS FOR THE FY: EUR ISSUER NO N/A N/A
518,959,933.00; PRIOR RETAINED EARNINGS: EUR
2,487,060,253.00 I. E. AN AVAILABLE AMOUNT FOR THE
ALLOCATION OF THE INCOME WHICH REACHES THE SUM OF EUR
3,006,020,186.00; APPROVE THE RECOMMENDATIONS OF THE
EXECUTIVE COMMITTEE AND RESOLVE TO APPROPRIATE THE TOTAL
SO OBTAINED AS FOLLOWS: LEGAL RESERVE: EUR
25,947,997.00; GLOBAL DIVIDEND: EUR 1,164,150,944.00;
CARRY FORWARD ACCOUNT: EUR 1,815,921,245.00; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.61 PER
SHARE WITH A CUT OF EUR 0.305; THIS DIVIDEND WILL BE
PAID ON 28 APR 2005
PROPOSAL #O.4: APPROVE THAT, DUE TO THE EXCEPTIONAL TAX ISSUER NO N/A N/A
OF 2.5% ON THE SUMS APPEARING IN THE SPECIAL RESERVE ON
LONG-TERM CAPITAL GAINS ACCOUNT WITHIN THE LIMIT OF EUR
200,000,000.00, THAT AN AMOUNT OF EUR 200,000,000.00
CHARGED TO THE SPECIAL RESERVE ON LONG- TERM CAPITAL
GAINS ACCOUNT WILL BE TRANSFERRED TO THE ORDINARY
RESERVE ACCOUNT; AND AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.5: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L. 225-86 OF
THE FRENCH COMMERCIAL CODE, AND APPROVE THE SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.6: APPROVE THE RESIGNATION OF MR. THIERRY ISSUER NO N/A N/A
BRETON AS A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. ANTHONY HAMILTON AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. HENRI LACHMANN AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
PROPOSAL #O.9: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. MICHEL PEBEREAU AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
PROPOSAL #O.10: RATIFY THE APPOINTMENT OF MR. LEO ISSUER NO N/A N/A
APOTHEKER IN REPLACEMENT OF MR. ALFRED VON OPPENHEIM
AS A MEMBER OF THE SUPERVISORY BOARD UNTIL THE GENERAL
MEETING WHICH WILL DELIBERATE IN 2007 UPON THE ANNUAL
FINANCIAL STATEMENTS FOR LAST FISCAL YEAR
PROPOSAL #O.11: APPOINT MR. JACQUES DE CHATEAUVIEUX IN ISSUER NO N/A N/A
REPLACEMENT OF MR. JACQUES CALVET AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.12: APPOINT MRS. DOMINIQUE REINICHE AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.13: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER NO N/A N/A
EUR 1,000,000.00 TO THE SUPERVISORY BOARD
PROPOSAL #O.14: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER NO N/A N/A
SUBSTITUTION OF RESOLUTION NUMBER 11 GIVEN BY THE
GENERAL MEETING OF 21 APR 2004, TO TRADE IN THE
COMPANY'S SHARES ON THE STOCK MARKET, AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 35.00,
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE SHARE
CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
APPROVE THAT IN CASE OF A BID UPON THE COMPANY 'S EQUITY
SHARES SETTLED FULLY IN CASH, THE COMPANY CAN CONTINUE
THE PROCEEDING OF ITS STOCK REPURCHASE PROGRAMME; THE
GENERAL MEETING DELEGATES ALL POWERS TO THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #E.15: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER NO N/A N/A
SUBSTITUTION OF RESOLUTION NUMBER 14 GIVEN BY THE
GENERAL MEETING OF 30 APR 2003, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS AND AT ITS SOLE
DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR
1,000,000,000.00, BY WAY OF CAPITALIZING RETAINED
EARNINGS, INCOME OR ADDITIONAL PAID-IN CAPITAL, TO BE
CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES OR THE
RAISE OF THE PAR VALUE OF THE EXISTING SHARES;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND
AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.16: AUTHORIZE THE MANAGEMENT BOARD TO ISSUER NO N/A N/A
INCREASE THE COMPANY'S CAPITAL THROUGH THE ISSUE OF
COMMON SHARES OR SECURITIES THAT ENTITLE THE BEARER TO
COMMON SHARES OF THE COMPANY OR ONE OF ITS SUBSIDIARIES,
WITH PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED
PROPOSAL #E.17: AUTHORIZE THE MANAGEMENT BOARD TO ISSUER NO N/A N/A
INCREASE CAPITAL THROUGH THE ISSUE OF COMMON SHARES OR
SECURITIES THAT ENTITLE THE BEARER TO SHARE CAPITAL OF
THE COMPANY OR ONE OF ITS SUBSIDIARIES, WITH
PREFERENTIAL SUBSCRIPTION RIGHTS WAIVED
PROPOSAL #E.18: AUTHORIZE THE MANAGEMENT BOARD, IN THE ISSUER NO N/A N/A
EVENT THAT SHARES OR SECURITIES WITH PREFERENTIAL
SUBSCRIPTION RIGHTS WAIVED ARE ISSUED UNDER THE TERMS OF
THE SEVENTEENTH RESOLUTION, TO SET THE ISSUE PRICE
UNDER THE CONDITIONS DEFINED BY THE SHAREHOLDERS AND UP
TO A MAXIMUM OF 10% OF THE EQUITY CAPITAL
PROPOSAL #E.19: AUTHORIZE THE MANAGEMENT BOARD TO ISSUER NO N/A N/A
INCREASE THE AMOUNT OF THE INITIAL ISSUE, IN THE EVENT
THAT SHARES OR SECURITIES ARE ISSUED WITH PREFERENTIAL
SUBSCRIPTION RIGHTS WAIVED OR MAINTAINED, UNDER THE
TERMS SET FORTH IN THE SIXTEENTH TO THE EIGHTEENTH
RESOLUTIONS
PROPOSAL #E.20: AUTHORIZE THE MANAGEMENT BOARD TO ISSUE ISSUER NO N/A N/A
COMMON SHARES AND SECURITIES WITH A CLAIM TO THE
COMPANY'S COMMON SHARES, IN THE EVENT THAT A PUBLIC
EXCHANGE OFFER IS INITIATED BY THE COMPANY
PROPOSAL #E.21: AUTHORIZE THE MANAGEMENT BOARD TO ISSUER NO N/A N/A
INCREASE THE CAPITAL OF THE COMPANY THROUGH THE ISSUE OF
COMMON SHARES AND SECURITIES WITH A CLAIM TO THE
COMPANY'S COMMON SHARES IN RETURN FOR CONTRIBUTIONS IN
KIND UP TO A MAXIMUM OF 10% OF SHARE CAPITAL
PROPOSAL #E.22: AUTHORIZE THE MANAGEMENT BOARD TO ISSUE ISSUER NO N/A N/A
COMMON SHARES IN CONNECTION WITH THE ISSUE OF
SECURITIES, BY SUBSIDIARIES OF THE COMPANY, WITH A CLAIM
TO THE COMPANY'S COMMON SHARES
PROPOSAL #E.23: AUTHORIZE THE MANAGEMENT BOARD TO ISSUE ISSUER NO N/A N/A
SECURITIES ENTITLING THEIR BEARERS TO AN ALLOTMENT OF
DEBT INSTRUMENTS AND THAT DO NOT RESULT IN AN INCREASE
OF THE COMPANY'S CAPITAL
PROPOSAL #E.24: AUTHORIZE THE MANAGEMENT BOARD TO ISSUER NO N/A N/A
RESOLVE TO ISSUE SECURITIES SECURING IMMEDIATE OR
DEFERRED ACCESS TO THE COMPANY'S SHARE CAPITAL, RESERVED
FOR EMPLOYEES ENROLLED IN THE EMPLOYER SPONSORED
COMPANY SAVINGS PLAN
PROPOSAL #E.25: AUTHORIZE THE MANAGEMENT BOARD TO FREELY ISSUER NO N/A N/A
ALLOT SHARES TO EMPLOYEES OF THE COMPANY
PROPOSAL #E.26: GRANT AUTHORITY TO GRANT STOCK PURCHASE ISSUER NO N/A N/A
AND/OR STOCK SUBSCRIPTION OPTIONS
PROPOSAL #E.27: AUTHORIZE THE MANAGEMENT BOARD TO REDUCE ISSUER NO N/A N/A
CAPITAL THROUGH THE CANCELLATION OF SHARES
PROPOSAL #E.28: AMEND THE BY-LAWS TO REFLECT CHANGES IN ISSUER NO N/A N/A
THE THRESHOLD FOR OWNERSHIP OF VOTING RIGHTS WITH
RESPECT TO REGULATED AGREEMENTS
PROPOSAL #E.29: AMEND THE ARTICLE 12 OF THE BYLAWS, TO ISSUER NO N/A N/A
STIPULATE THAT THE CONSENT OF THE SUPERVISORY BOARD IS
REQUIRED PRIOR I) THE IMPLEMENTATION OF STOCK OPTION
PLAN OF ANY KIND AND II) THE GRANTING OF FREE ALLOTMENTS
OF SHARES
PROPOSAL #E.30: GRANT AUTHORITY TO COMPLY WITH ALL ISSUER NO N/A N/A
FORMAL REQUIREMENTS IN CONNECTION WITH THIS MEETING
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO SANTANDER CENTRAL HISPANO, S.A., SANTANDER
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/17/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: EXAMINATION AND APPROVAL, WHERE ISSUER YES FOR N/A
APPROPRIATE, OF THE ANNUAL ACCOUNTS (BALANCE SHEET,
INCOME STATEMENT AND ANNUAL REPORT) AND OF THE
MANAGEMENT OF BANCO SANTANDER CENTRAL HISPANO, S.A. AND
ITS CONSOLIDATED GROUP, RELATING TO THE FISCAL YEAR
ENDED ON DECEMBER 31, 2004.
PROPOSAL #2.: DISTRIBUTION OF EARNINGS FROM FISCAL YEAR ISSUER YES FOR N/A
2004.
PROPOSAL #3.A: RATIFICATION OF THE APPOINTMENT OF LORD ISSUER YES FOR N/A
BURNS AS A DIRECTOR
PROPOSAL #3.B: RATIFICATION OF THE APPOINTMENT OF MR. ISSUER YES FOR N/A
LUIS ANGEL ROJO DUQUE AS A DIRECTOR
PROPOSAL #3.C: RE-ELECTION OF MR. EMILIO BOTIN-SANZ DE ISSUER YES FOR N/A
SAUTUOLA Y GARCIA DE LOS RIOS AS A DIRECTOR
PROPOSAL #3.D: RE-ELECTION OF MR. MATIAS RODRIGUEZ ISSUER YES FOR N/A
INCIARTE AS A DIRECTOR
PROPOSAL #3.E: RE-ELECTION OF MR. MANUEL SOTO SERRANO AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #3.F: RE-ELECTION OF MR. GUILLERMO DE LA DEHESA ISSUER YES FOR N/A
ROMERO AS A DIRECTOR
PROPOSAL #3.G: RE-ELECTION OF MR. ABEL MATUTES JUAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.H: RE-ELECTION OF MR. FRANCISCO JAVIER ISSUER YES FOR N/A
BOTIN-SANZ DE SAUTUOLA Y O SHEA AS A DIRECTOR
PROPOSAL #4.: RE-ELECTION OF THE AUDITOR FOR FISCAL YEAR ISSUER YES FOR N/A
2005.
PROPOSAL #5.: AUTHORIZATION FOR THE BANK AND ITS ISSUER YES FOR N/A
SUBSIDIARIES TO ACQUIRE THE BANK'S SHARES UNDER THE
TERMS OF SECTION 75 AND THE FIRST ADDITIONAL REGULATION
OF THE CORPORATIONS LAW, RESCINDING THE UNUSED PORTION
OF THE AUTHORIZATION GRANTED AT THE ORDINARY GENERAL
SHAREHOLDERS MEETING OF JUNE 19, 2004.
PROPOSAL #6.: DELEGATION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
THE POWER TO CARRY OUT THE RESOLUTION TO BE ADOPTED AT
THE MEETING TO INCREASE SHARE CAPITAL, PURSUANT TO THE
PROVISIONS OF SECTION 153.1.A) OF THE CORPORATIONS LAW,
RESCINDING RESOLUTION EIGHT.II) ADOPTED AT THE ORDINARY
GENERAL SHAREHOLDERS MEETING OF JUNE 19, 2004.
PROPOSAL #7.: AUTHORIZATION TO THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
INCREASE SHARE CAPITAL, PURSUANT TO THE PROVISIONS OF
SECTION 153.1.B) OF THE CORPORATIONS LAW, AND WITH
DELEGATION OF THE POWER TO EXCLUDE PRE-EMPTIVE RIGHTS,
PURSUANT TO THE PROVISIONS OF SECTION 159.2 OF SUCH LAW,
RESCINDING THE AUTHORIZATION GRANTED PURSUANT TO
RESOLUTION NINE.II) AT THE GENERAL SHAREHOLDERS MEETING
OF JUNE 21, 2003.
PROPOSAL #8.: DELEGATION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
THE POWER TO ISSUE NONCONVERTIBLE FIXED-INCOME
SECURITIES.
PROPOSAL #9.: APPROVAL OF AN INCENTIVE STOCK OPTION PLAN ISSUER YES FOR N/A
OR OTHER MECHANISMS TIED TO THE SHARES OF THE BANK,
BASED ON THE PERFORMANCE OF SHARE PRICES AND PROFITS,
TO BE EXECUTED BY THE BANK AND ITS SUBSIDIARIES.
PROPOSAL #10.: AUTHORIZATION FOR THE BOARD OF DIRECTORS ISSUER YES FOR N/A
TO INTERPRET, CURE, SUPPLEMENT, EXECUTE AND FURTHER
DEVELOP THE RESOLUTIONS ADOPTED BY THE SHAREHOLDERS AT
THE GENERAL MEETING, AS WELL AS TO SUBSTITUTE THE POWERS
IT RECEIVES FROM THE SHAREHOLDERS ACTING AT THE GENERAL
MEETING, AND THE GRANT OF POWERS TO CONVERT SUCH
RESOLUTIONS INTO NOTARIAL INSTRUMENTS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK HAPOALIM B.M.
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/13/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: DISCUSS THE FINANCIAL STATEMENTS AND THE ISSUER YES FOR N/A
DIRECTORS REPORT FOR THE YEAR 2003
PROPOSAL #2.1: APPROVE THE PAYMENT OF REMUNERATION TO ISSUER YES ABSTAIN N/A
THE DIRECTORS, OTHER THAN THE CHAIRMANAND MR. DAN
DANKNER, AT THE MAXIMUM IN ACCORDANCE WITH THE COMPANIES
(RULES FOR REMUNERATION AND EXPENSES OF EXTERNAL
DIRECTORS) REGULATIONS
PROPOSAL #2.2: APPROVE THE TERMS OF OFFICE FOR THE ISSUER YES FOR N/A
CHAIRMAN AT A MONTHLY SALARY OF ILS 119,683 LINKED TO
CONSUMER PRICES INDEX, PLUS USUAL SOCIAL BENEFITS AND
ANCILLARY BENEFITS, PLUS ANNUAL BONUS BASED ON THE
RETURN ON SHAREHOLDERS EQUITY AND ADDITIONAL ANNUAL
BONUS BASED ON ROA
PROPOSAL #3.: APPROVE THE TERMS OF AGREEMENTS BETWEEN ISSUER YES FOR N/A
MR. DAN DANKNER, WHO IS ONE OF THE CONTROLLING
SHAREHOLDERS OF THE BANK, AND BETWEEN FULLY OWNED
SUBSIDIARIES OF THE BANK, NAMELY ISRACARD LTD. AND THE
POALIM CAPITAL MARKETS GROUP, IN ACCORDANCE WITH WHICH
MR. DANKNER WILL OFFICIATE AS ACTIVE CHAIRMAN OF THE
COMPANIES AND WILL DEVOTE 70% OF HIS TIME TO ISRACARD
AND 30% TO CAPITAL MARKETS, MR. DANKNER WILL RECEIVE
MONTHLY REMUNERATION, CPI LINKED, IN THE SUM OF ILS
80,000 FROM ISRACARD, AND ILS 34,000 FROM CAPITAL
MAREKTS, PLUS SOCIAL BENEFITS AS USUAL IN THE BANK, PLUS
ANCILLARY BENEFITS USUAL FOR THE CHAIRMAN OF COMPANIES
IN THE BANKS GROUP OF COMPANIES, IN ADDITION MR. DANKNER
WILL RECEIVE AN ANNUAL BONUS EQUAL TO A SLIDING SCALE
PERCENTAGE OF THE NET PROFIT RETURN ON THE SHAREHOLDERS
EQUITY, AS WELL AS AN ANNUAL BONUS ON A SCALE RELATIVE
TO THE RATE OF RETURN ON ASSETS (ROA)
PROPOSAL #4.1: APPOINT THE AUDITORS AND DETERMINE THEIR ISSUER YES FOR N/A
FEES
PROPOSAL #4.2: RECEIVE THE REPORT AS TO THE FEES OF THE ISSUER YES FOR N/A
AUDITORS IN 2003
PROPOSAL #5.: RENEW TWO D&O INSURANCE POLICIES: POLICY ISSUER YES AGAINST N/A
1 - $ 175 MILLION, PREMIUM $ 3,486,000; POLICY 2 -
ADDITIONAL $ 25 MILLION, PREMIUM $ 91,000
PROPOSAL #6.1: AMEND ARTICLE 19C OF THE ARTICLES OF ISSUER YES ABSTAIN N/A
ASSOCIATION REGARDING THE CLARIFICATION AS TO QUORUM AT
BOARD MEETINGS
PROPOSAL #6.2: AMEND ARTICLE 33 OF THE ARTICLES OF ISSUER YES ABSTAIN N/A
ASSOCIATION REGARDING THE CLARIFICATION AS TO THE
AUTHORITY TO GRANT RIGHTS OF SIGNATURE ON BEHALF OF THE
BANK
PROPOSAL #7.: APPROVE THE GRANT OF AN INDEMNITY ISSUER YES ABSTAIN N/A
UNDERTAKING TO THE DIRECTOR, MR. J. DAUBER,IN THE FORM
OF THE INDEMNITY APPROVED BY GENERAL MEETING IN 2002
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK LEUMI LE ISRAEL B M TEL AVIV
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENTS AND THE ISSUER YES FOR N/A
DIRECTORS REPORT FOR THE YEAR 2004
PROPOSAL #2.: RE-APPOINT MR. I. HOFFI AS AN EXTERNAL ISSUER YES FOR N/A
DIRECTOR FOR AN ADDITIONAL PERIOD OF 3YEARS IN
ACCORDANCE WITH PROVISION OF LAW
PROPOSAL #3.: ELECT 2 NEW EXTERNAL DIRECTORS WHOSE ISSUER YES FOR N/A
PERIOD OF OFFICE BY PROVISION OF LAW HASTERMINATED, AND
RE-ELECT 1 NEW NON-EXTERNAL DIRECTOR IN PLACE OF A
DIRECTOR RETIRING BY ROTATION
PROPOSAL #4.: APPROVE THE PAYMENT TO THE DIRECTORS ISSUER YES FOR N/A
EXCEPT FOR THE CHAIRMAN OF REMUNERATION BASED ON THE
RATE FIXED IN THE COMPANIES RULES FOR REMUNERATION AND
EXPENSES OF EXTERNAL DIRECTORS REGULATIONS
PROPOSAL #5.: RE-APPOINT THE ACCOUNTANT-AUDITORS AND ISSUER YES FOR N/A
AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THEIR FEES
PROPOSAL #6.a: AMEND THE MEMORANDUM AND THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION TO PROVIDE FOR A SIMPLE MAJORITY INSTEAD OF
THE 3/4TH MAJORITY REQUIRED FOR AMENDMENTS TO THE
MEMORANDUM OF ASSOCIATION
PROPOSAL #6.b: AMEND THE MEMORANDUM AND THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION TO PROVIDE THAT A SIMPLEMAJORITY AS ABOVE
WILL BE REQUIRED FOR AMENDMENTS TO THE ARTICLES OF
ASSOCIATION
PROPOSAL #6.c: AMEND THE MEMORANDUM AND THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION TO PROVIDE FOR A PROVISION TO BE MADE FOR
VOTING BY MEANS OF PROXY STATEMENTS
PROPOSAL #6.d: AMEND THE MEMORANDUM AND THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION TO PROVIDE FOR A PROVISION TO BE ADDED SO
THAT THE PERIOD OF OFFICE OF A DIRECTOR MAY COMMENCE AT
A LATER DATE INSTEAD OF IMMEDIATELY UPON APPOINTMENT
PROPOSAL #6.e: AMEND THE MEMORANDUM AND THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION TO PROVIDE FOR THE ADDITION OF A PROVISION
THAT IF THE NUMBER OF PERSONS STANDING FOR ELECTION AT A
GENERAL MEETING, WHO RECEIVE MORE THAN A SIMPLE
MAJORITY OF VOTES, EXCEED THE NUMBER OF VACANCIES ON THE
BOARD, THE PERSON ELECTED AS DIRECTORS WILL BE THOSE
WHO RECEIVE THE HIGHEST NUMBER OF VOTES UP TO THE NUMBER
OF VACANCIES
PROPOSAL #6.f: AMEND THE MEMORANDUM AND THE ARTICLES OF ISSUER YES AGAINST N/A
ASSOCIATION TO PROVIDE FOR THE ADAPTATION OF PROVISIONS
FOR INSURANCE AND INDEMNITY OF DIRECTORS TO THE
PROVISIONS OF LAW
PROPOSAL #6.g: AMEND THE MEMORANDUM AND THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION TO PROVIDE FOR THE CLARIFICATION OF THE
PROVISION GRANTING AUTHORIZATION TO MAKE DONATIONS TO
WORTHY NON-BUSINESS OBJECTS
PROPOSAL #7.: APPROVE THE PROCEDURES DESIGNED TO ENSURE ISSUER YES FOR N/A
PROPER PERFORMANCE BY THE OFFICE HOLDERS OF THEIR
OBLIGATIONS PURSUANT TO THE COMPANIES LAW AND DISCLOSURE
BY THEM OF ANY PERSONAL INTEREST OR CONFLICT OF
INTERESTS
PROPOSAL #8.: APPROVE THE PAYMENT OF A BONUS TO THE ISSUER YES AGAINST N/A
CHAIRMAN IN RESPECT OF 2004 EQUAL TO 9 MONTHLY SALARIES
PROPOSAL #9.: APPROVE THE PURCHASE OF D&O INSURANCE FOR ISSUER YES AGAINST N/A
1 YEAR TO COVER ILS 200 MILLION AT A PREMIUM NOT MORE
THAN 20% IN EXCESS OF THE LAST YEAR PREMIUM
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK LEUMI LE-ISRAEL
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/1/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE DISTRIBUTION OF A DIVIDEND IN ISSUER YES FOR N/A
RESPECT OF THE PERIOD OF 9 MONTHS ENDED ON 30 SEP 2004
AT THE RATE OF 71% ON THE PAID UP SHARE CAPITAL, WHICH
AMOUNT IS 65.6% OF THE NET PROFIT FOR THAT PERIOD; THE
DIVIDEND WILL BE PAID ON 28 FEB 2005
PROPOSAL #2.: APPROVE THE PURCHASE OF A NEW D&O ISSUER YES FOR N/A
INSURANCE POLICY FOR THE PERIOD OF 1 YEAR AS FROM 01 JUL
2004, TO COVER UP TO USD 200 MILLION
PROPOSAL #3.: APPROVE THE APPOINTMENT PROFESSOR I. GILAD ISSUER YES ABSTAIN N/A
AS AN EXTERNAL DIRECTOR, WHO RETIRES IN ACCORDANCE WITH
PROVISION OF LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK OF NOVA SCOTIA
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/1/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. RONALD A. BRENNEMAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.2: ELECT MR. C.J. CHEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: ELECT MS. N. ASHLEIGH EVERETT AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.4: ELECT MR. JOHN C. KERR AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT THE HONOURABLE MICHAEL J.L. KIRBY ISSUER YES FOR N/A
AS A DIRECTOR
PROPOSAL #1.6: ELECT MR. LAURENT LEMAIRE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT MR. JOHN T. MAYBERRY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT THE HONOURABLE BARBARA J. MCDOUGALL ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #1.9: ELECT MS. ELIZABETH PARR-JOHNSTON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.10: ELECT MR. ARTHUR R.A. SCACE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.11: ELECT MR. GERALD W. SCHWARTZ AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.12: ELECT MR. ALLAN C. SHAW AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.13: ELECT MR. PAUL D. SOBEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.14: ELECT MS. BARBARA S. THOMAS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.15: ELECT MR. RICHARD E. WAUGH AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AND ISSUER YES FOR N/A
KPMG LLP AS THE AUDITORS OF THE BANK
PROPOSAL #3.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: APPROVE THE BANK TO PROCEED WITH
THE CLOSURE OF ITS SUBSIDIARY OR SUBSIDIARIES IN TAX
HAVENS
PROPOSAL #4.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: AUTHORIZE THE BOARD OF DIRECTORS
OF BANK TO ESTABLISH A SALARY CEILING FOR THE SENIOR
OFFICERS OF THE BANK AND OF ITS SUBSIDIARIES, INCLUDING
ALL FORMS OF REMUNERATION AND BENEFITS
PROPOSAL #5.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: AUTHORIZE THE SCOTIABANK TO LIMIT
THE TERM OF OFFICE OF AN INDEPENDENT DIRECTOR SITTING
ON THE BOARD OF DIRECTORS, TO A MAXIMUM OF 10 YEARS
PROPOSAL #6.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: AUTHORIZE THE SCOTIABANK TO
IMPLEMENT CUMULATIVE VOTING FOR THE ELECTION OF BOARD OF
MEMBERS, THEREFORE GIVING MINORITY SHAREHOLDERS A MUCH
MORE ACTIVE ROLE IN THE APPOINTMENT OF DIRECTORS
PROPOSAL #7.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: AUTHORIZE THE SCOTIABANK TO
REPLACE THE STOCK OPTION PLAN FOR EXECUTIVES WITH A
RESTRICTED SHARE PROGRAM, THE SHARES OF WHICH MUST BE
RETAINED FOR ATLEAST 2 YEARS
PROPOSAL #8.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES ABSTAIN N/A
SHAREHOLDERS PROPOSAL: AUTHORIZE THE BOARD TO PROVIDE A
REPORT TO SHAREHOLDERS, BY 01 OCT 2005, DISCLOSING
CURRENT POLICIES, PRACTICES AND STRATEGIES TO REDUCE THE
RISK IMPACTS OF CLIMATE CHANGE ON THE BANK'S KEY
BUSINESS AREAS
PROPOSAL #9.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: APPROVE THAT THE CANDIDATES FOR
DIRECTORS MUST RECEIVE ATLEAST 75% SUPPORT
PROPOSAL #10.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: APPROVE THAT DIRECTORS WHO CHANGE
PRINCIPAL OCCUPATION SHALL RESIGN
PROPOSAL #11.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: APPROVE FAIRNESS IN CREDIT-CARD
OPERATIONS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BELGACOM SA DE DROIT PUBLIC, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO RENEW FOR A PERIOD OF 18 MONTHS ISSUER NO N/A N/A
AS FROM 14 APR 2005, THE DELEGATION OF AUTHORITY TO THE
BOARD OF DIRECTORS TO ACQUIRE THE MAXIMUM NUMBER OF
SHARES AUTHORIZE BY LAW AT A PRICE THAT MAY NEITHER
EXCEED 5% OF THE HIGHEST CLOSING PRICE OF THE 30 TRADING
DAYS PRECEDING THE TRANSACTION; AUTHORITY EXPIRES ON
25 SEP 2005 ; AND GRANT A NEW DELEGATING AT THIS MEETING
TO AVOID HAVING TO CALL A SHAREHOLDERS MEETING
SPECIFICALLY FOR THIS POINT; AND AMEND ARTICLE 13,
PARAGRAPH 2 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #2.: AMEND THE ARTICLES OF ASSOCIATION BY ISSUER NO N/A N/A
INSERTION OF ARTICLE 39A AS SPECIFIED
PROPOSAL #3.: APPROVE TO CONFER FULL POWERS ON THE ISSUER NO N/A N/A
GENERAL SECRETARY, WITH SUBROGATION RIGHTS, TO
COORDINATE THE ARTICLES OF ASSOCIATION, IN VIEW OF HE
FOREGOING RESOLUTION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BELGACOM SA DE DROIT PUBLIC, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE BOARD OF DIRECTORS ANNUAL ISSUER NO N/A N/A
REPORTS RELATING TO THE ANNUAL FINANCIAL STATEMENTS AND
THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS AS AT 31
DEC 2004
PROPOSAL #2.: RECEIVE THE BOARD OF AUDITORS REPORTS ISSUER NO N/A N/A
RELATING TO THE ANNUAL FINANCIAL STATEMENTS AND THE
CONSOLIDATED ANNUAL FINANCIAL STATEMENTS AS AT 31 DEC
2004
PROPOSAL #3.: APPROVE THE INFORMATION PROVIDED BY THE ISSUER NO N/A N/A
JOINT COMMITTEE
PROPOSAL #4.: APPROVE THE CONSOLIDATED ANNUAL FINANCIAL ISSUER NO N/A N/A
STATEMENTS AS AT 31 DEC 2004
PROPOSAL #5.: APPROVE THE ANNUAL FINANCIAL STATEMENTS ISSUER NO N/A N/A
RELATING TO THE FYE 31 DEC 2004, INCLUDING THE FOLLOWING
APPROPRIATIONS OF PROFITS: PROFIT FOR THE YEAR
531,692,827.37; RETAINED EARNINGS FROM THE PREVIOUS YEAR
195,735,722.67; PROFIT TO BE ALLOCATED 727,428,550.04;
OTHER BENEFICIARIES EMPLOYEES 27,428,550.04; GROSS
DIVIDEND FOR SHARES 700,000,000; A GROSS DIVIDEND OF EUR
1.93 PER SHARE, ENTITLING BENEFICIARIES TO A NET
DIVIDEND OF EUR 1.4 PER SHARE AFTER WITHHOLDING TAX
PROPOSAL #6.: GRANT DISCHARGE TO MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #7.: GRANT DISCHARGE TO THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #8.1: APPROVE TO FIX THE ALLOWANCES FOR MR. ISSUER NO N/A N/A
SHAFFER'S TERM AS FOLLOWS, UPON THE RECOMMENDATIONS OF
THE APPOINTMENTS AND COMPENSATION COMMITTEE: AN ANNUAL
FIXED ALLOWANCE OF EUR 25,000; DIRECTOR'S FEES OF EUR
5,000 PER BOARD MEETING ATTENDED; DIRECTOR'S FEES OF EUR
2,500 PER BOARD OF DIRECTORS CONSULTATIVE COMMITTEE
ATTENDED; A LUMP SUM ALLOWANCE OF EUR 2,000 PER YEAR AS
A REFUND OF COMMUNICATION EXPENSES
PROPOSAL #8.2: APPROVE TO SET THE ALLOWANCES FOR MR. ISSUER NO N/A N/A
DILISSEN'S TERM AS FOLLOWS, UPON THE RECOMMENDATIONS OF
THE APPOINTMENTS AND COMPENSATION COMMITTEE: AN ANNUAL
FIXED ALLOWANCE OF EUR 50,000; DIRECTOR'S FEES OF EUR
10,000 PER BOARD MEETING ATTENDED; DIRECTOR'S FEES OF
EUR 5,000 PER BOARD OF DIRECTORS CONSULTATIVE COMMITTEE
ATTENDED AS CHAIRMAN; A LUMP SUM ALLOWANCE OF EUR 4,000
PER YEAR AS A REFUND OF COMMUNICATION EXPENSES; MR.
DILISSEN IS ALSO AUTHORISED TO USE A CAR WITH A
CHAUFFEUR FOR PROFESSIONAL PURPOSES ONLY
PROPOSAL #9.: ANY OTHER BUSINESS ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BLUESCOPE STEEL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/19/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #2.a: RE-ELECT MR. RON MCNEILLY AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S CONSTITUTION
PROPOSAL #2.b: RE-ELECT MS. DIANE GRADY AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S CONSTITUTION
PROPOSAL #3.: APPROVE THE GRANT OF SHARE RIGHTS TO THE ISSUER YES FOR N/A
MANAGING DIRECTOR AND THE CHIEF EXECUTIVE OFFICER, MR.
KIRBY ADAMS, UNDER THE LONG TERM INCENTIVE PLAN AS
DESCRIBED IN THE EXPLANATORY NOTES TO THIS NOTICE OF
MEETING APPROVED FOR ALL PURPOSES, INCLUDING FOR THE
PURPOSE OF ASX LISTING RULE 10.14
PROPOSAL #S.4: AMEND THE COMPANY'S CONSTITUTION: A) BY ISSUER YES AGAINST N/A
INSERTING THE SPECIFIED WORDS IN THE SECOND LINE OF RULE
11.4; AND B) BY INSERTING THE SPECIFIED SENTENCE IN THE
RULE 11.8 AND AS A NEW PARAGRAPH AT THE END OF RULE 11.7
PROPOSAL #S.5: AMEND THE COMPANY'S CONSTITUTION BY ISSUER YES AGAINST N/A
INSERTING A SENTENCE IN THE NINTH LINE OF RULE 11.11
PROPOSAL #S.6: AMEND THE COMPANY'S CONSTITUTION: A) BY ISSUER YES AGAINST N/A
DELETING THE WORD OR AT THE END OF RULE 11.14 B ; B)
BY DELETING THE PERIOD AT THE END OF RULE 11.14 C AND
INSERTING IN ITS PLACE ; OR ; C) BY INSERTING A NEW
PARAGRAPH D IN RULE 11.14; AND D) BY INSERTING A
SENTENCE IN RULE 13.17
PROPOSAL #S.7: AMEND THE COMPANY'S CONSTITUTION BY ISSUER YES AGAINST N/A
ADDING THE SENTENCE OF RULE 12.11
PROPOSAL #S.8: AMEND THE COMPANY'S CONSTITUTION BY ISSUER YES AGAINST N/A
INSERTING A NEW RULE 12.14
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BNP PARIBAS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS AND APPROVE THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2004
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS AND APPROVE THE
FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YE 31
DEC 2004
PROPOSAL #O.3: APPROVE THE APPROPRIATION OF THE PROFITS ISSUER NO N/A N/A
AS FOLLOWS: PROFITS FOR THE FY: EUR 3,281,771,448.69;
PRIOR RETAINED EARNINGS: EUR 7,114,262,360.48; TOTAL:
EUR 10,396,033,809.17; TO THE SPECIAL INVESTMENT
RESERVE: EUR 46,102,393.00; GLOBAL DIVIDEND: EUR
1,770,438,404.00; CARRY FORWARD ACCOUNT: EUR
8,579,493,012.17; THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 2.00 PER SHARE THIS DIVIDEND WILL BE
PAID ON FROM 30 MAY 2005
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF
THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: AUTHORIZE THE BOARD OF DIRECTORS TO TRADE ISSUER NO N/A N/A
IN THE COMPANY'S SHARES ON THE STOCK MARKET, AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR
75.00, MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE
TOTAL NUMBER OF SHARES COMPRISING THE CAPITAL OF THE
COMPANY; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
APPROVE TO DELEGATES ALL POWERS TO THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #O.6: RATIFY THE CO-OPTATION BY THE BOARD OF ISSUER NO N/A N/A
DIRECTOR OF MR. JEAN-FRANCOIS LEPETIT WHO REPLACES MR.
JEAN-MARIE MESSIER AS A DIRECTOR FOR THE REMAINDER OF
THE LATTER'S TERM OF OFFICE, UNTIL THE GENERAL MEETING,
WHICH WILL DELIBERATE UPON THE ANNUAL FINANCIAL
STATEMENTS FOR FY 2007 AND APPROVE TO RENEW THE TERM OF
OFFICE OF MR. JEAN-FRANCOIS LEPETIT AS A DIRECTOR FOR A
PERIOD OF 3 YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. GERHARD CROMME AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. FRANCOIS GRAPPOTTE AS A DIRECTOR FOR A PERIOD OF 3
YEARS
PROPOSAL #O.9: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MRS. HELENE PLOIX AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.10: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. BAUDOIN PROT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.11: APPOINT MRS. LOYOLA DE PALACIO DEL ISSUER NO N/A N/A
VALLE-LERSUNDI AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.12: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER NO N/A N/A
EUR 780,000.00 TO THE BOARD OF DIRECTORS
PROPOSAL #O.13: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
PROPOSAL #E.14: APPROVE TO DELEGATE THE BOARD OF ISSUER NO N/A N/A
DIRECTORS ALL POWERS TO GRANT, IN ONE OR MORE
TRANSACTIONS, TO OFFICERS AND EMPLOYEES OF THE COMPANY
AND ITS SUBSIDIARIES, OPTIONS GIVING THE RIGHT EITHER TO
SUBSCRIBE FOR NEW SHARES IN THE COMPANY, OR TO PURCHASE
EXISTING SHARES PURCHASED BY THE COMPANY, IT BEING
PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A
TOTAL NUMBER OF SHARES, WHICH SHALL EXCEED 1.5% OF THE
COMPANY'S REGISTERED CAPITAL; AUTHORITY EXPIRES AT THE
END OF 38 MONTHS ; APPROVE TO DELEGATE ALL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.15: APPROVE TO DELEGATE ALL POWERS TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS TO ALLOCATE, IN ONE OR IN MORE
TRANSACTIONS, EITHER FREE EXISTING SHARES PURCHASED BY
THE COMPANY, OR FREE SHARES TO BE ISSUED, GRANTED TO
EMPLOYEES AND OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES , PROVIDED THAT THE NUMBER OF SHARES SHALL
NOT EXCEED 1.5% OF THE COMPANY'S REGISTERED CAPITAL THE
AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; APPROVE TO
DELEGATE ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.16: GRANT ALL POWERS TO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELING THE
SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER OF
SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF
THE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS
; APPROVE TO DELEGATES ALL POWERS TO THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #E.17: AMEND ARTICLE OF ASSOCIATION NUMBER 7 ISSUER NO N/A N/A
RELATING TO THE NUMBER OF DIRECTORS ELECTED BY THE
EMPLOYEES
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 THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO RE-ELECT DR. D. C. ALLEN AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 4 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #2.: TO RE-ELECT THE LORD BROWNE OF MADINGLEY ISSUER YES FOR N/A
AS A DIRECTOR (SEE BIOGRAPHY ON PAGE 4 IN THE NOTES
SECTION OF THE PROXY STATEMENT)
PROPOSAL #3.: TO RE-ELECT MR J H BRYAN AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGES 4-5 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #4.: TO RE-ELECT MR. A. BURGMANS AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 5 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #5.: TO RE-ELECT MR. I.C. CONN AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 5 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #6.: TO RE-ELECT MR. E.B. DAVIS, JR. AS A ISSUER YES FOR N/A
DIRECTOR (SEE BIOGRAPHY ON PAGES 5-6 IN THE NOTES
SECTION OF THE PROXY STATEMENT)
PROPOSAL #7.: TO RE-ELECT MR. D.J. FLINT AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 6 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #8.: TO RE-ELECT DR. B.E. GROTE AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 6 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #9.: TO RE-ELECT DR. A.B. HAYWARD AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGES 6-7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #10.: TO RE-ELECT DR. D.S. JULIUS AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #11.: TO ELECT SIR TOM MCKILLOP AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #12.: TO RE-ELECT MR. J.A. MANZONI AS A ISSUER YES FOR N/A
DIRECTOR (SEE BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
PROPOSAL #13.: TO RE-ELECT DR. W.E. MASSEY AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #14.: TO RE-ELECT MR. H.M.P. MILES AS A ISSUER YES FOR N/A
DIRECTOR (SEE BIOGRAPHY ON PAGE 8 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
PROPOSAL #15.: TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 8 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #16.: TO RE-ELECT MR. M.H. WILSON AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 9 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #17.: TO RE-ELECT MR. P.D. SUTHERLAND AS A ISSUER YES FOR N/A
DIRECTOR (SEE BIOGRAPHY ON PAGE 9 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
PROPOSAL #18.: TO REAPPOINT ERNST & YOUNG LLP AS ISSUER YES FOR N/A
AUDITORS UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING BEFORE WHICH ACCOUNTS ARE LAID AND TO AUTHORIZE
THE DIRECTORS TO SET THE AUDITORS REMUNERATION FOR
2005 (SEE NOTE ON PAGE 10 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #19.: TO RENEW, FOR THE PERIOD ENDING ON THE ISSUER YES FOR N/A
DATE OF THE ANNUAL GENERA MEETING IN 2006 OR 13 JULY
2006, WHICHEVER IS THE EARLIER, THE AUTHORITY AND POWER
CONFERRED ON THE DIRECTORS BY ARTICLE 13 OF THE
COMPANY'S ARTICLES OF ASSOCIATION TO ALLOT RELEVANT
SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT EQUAL TO
THE SECTION 80 AMOUNT OF GBP 1,770 MILLION (SEE NOTE ON
PAGE 10 IN THE NOTES SECTION OF THE PROXY STATEMENT)
PROPOSAL #S.20: TO RENEW, FOR THE PERIOD ENDING ON THE ISSUER YES FOR N/A
DATE OF THE ANNUAL GENERAL MEETING IN 2006 OR 13 JULY
2006, WHICHEVER IS THE EARLIER, THE AUTHORITY AND POWER
CONFERRED ON THE DIRECTORS BY ARTICLE 13 OF THE
COMPANY'S ARTICLES OF ASSOCIATION TO ALLOT EQUITY
SECURITIES WHOLLY FOR CASH (A) IN CONNECTION WITH A
RIGHTS ISSUE; AND (B) OTHERWISE THAN IN CONNECTION WITH
A RIGHTS ISSUE UP TO AN AGGREGATE NOMINAL AMOUNT EQUAL
TO THE SECTION 89 AMOUNT OF GBP 265 MILLION (SEE NOTE
ON PAGE 10 IN THE NOTES SECTION OF THE PROXY STATEMENT)
PROPOSAL #S.21: TO AUTHORIZE THE COMPANY GENERALLY AND ISSUER YES FOR N/A
UNCONDITIONALLY TO MAKE MARKET PURCHASES (AS DEFINED IN
SECTION 163(3) OF THE COMPANIES ACT 1985) OF ORDINARY
SHARES WITH NOMINAL VALUE OF GBP 0.25 EACH IN THE
COMPANY, PROVIDED THAT: (A) THE COMPANY DOES NOT
PURCHASE UNDER THIS AUTHORITY MORE THAN 2.1 BILLION
ORDINARY SHARES; (B) THE COMPANY DOES NOT PAY LESS THAN
GBP 0.25 FOR EACH SHARE; AND (C) THE COMPANY DOES NOT
PAY MORE FOR EACH SHARE THAN 5% OVER THE AVERAGE OF THE
MIDDLE MARKET PRICE OF THE ORDINARY SHARES FOR THE FIVE
BUSINESS DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH
THE COMPANY AGREES TO BUY THE SHARES CONCERNED, BASED ON
SHARE PRICES AND CURRENCY EXCHANGE RATES PUBLISHED IN
THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE. IN
EXECUTING THIS AUTHORITY THE COMPANY MAY PURCHASE
SHARES USING ANY CURRENCY, INCLUDING POUNDS STERLING, US
DOLLARS, AND EURO. THIS AUTHORITY SHALL CONTINUE FOR
THE PERIOD ENDING ON THE DATE OF THE ANNUAL GENERAL
MEETING IN 2006 OR 13 JULY 2006, WHICHEVER IS THE
EARLIER, PROVIDED THAT IF THE COMPANY HAS AGREED BEFORE
THIS DATE TO PURCHASE ORDINARY SHARES WHERE THESE
PURCHASES WILL OR MAY BE EXECUTED AFTER THE AUTHORITY
TERMINATES (EITHER WHOLLY OR IN PART) THE COMPANY MAY
COMPLETE SUCH PURCHASES (SEE NOTE ON PAGE 10 IN THE
NOTES SECTION OF THE PROXY STATEMENT)
PROPOSAL #22.: TO APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YEAR ENDED 31 DECEMBER 2004 (SEE NOTE ON
PAGE 10 IN THE NOTES SECTION OF THE PROXY STATEMENT)
PROPOSAL #23.: TO APPROVE THE RENEWAL OF THE BP ISSUER YES FOR N/A
EXECUTIVE DIRECTORS INCENTIVE PLAN (THE PLAN ), A COPY
OF WHICH IS PRODUCED TO THE MEETING INITIALLED BY THE
CHAIRMAN FOR THE PURPOSE OF IDENTIFICATION, FOR A
FURTHER FIVE YEARS AND TO AUTHORIZE THE DIRECTORS TO DO
ALL ACTS AND THINGS THAT THEY MAY CONSIDER NECESSARY OR
EXPEDIENT TO CARRY THE PLAN INTO EFFECT (SEE NOTE ON
PAGES 11-13 IN THE NOTES SECTION OF THE PROXY STATEMENT)
PROPOSAL #24.: TO RECEIVE THE REPORT OF THE DIRECTORS ISSUER YES FOR N/A
AND THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2004
(SEE NOTE ON PAGE 10 IN THE NOTES SECTION OF THE PROXY
STATEMENT)
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRASKEM S A MEDIUM TERM NTS BOOK ENTRY REG S
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ACKNOWLEDGE THE DIRECTORS ACCOUNTS AND ISSUER NO N/A N/A
APPROVE THE BOARD OF DIRECTORS REPORT; THE COMPANY'S
CONSOLIDATED FINANCIAL STATEMENTS AND EXPLANATORY NOTES
FOR THE FYE 31 DEC 2004
PROPOSAL #2.: APPROVE THE BUDGET OF CAPITAL FOR THE YEAR ISSUER NO N/A N/A
OF 2005
PROPOSAL #3.: APPROVE THE DISTRIBUTION OF FISCAL YEAR'S ISSUER NO N/A N/A
NET PROFITS
PROPOSAL #4.: ELECT THE MEMBERS OF THE FINANCE COMMITTEE ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRITISH AMERICAN TOBACCO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND THE REPORTS OF ISSUER YES FOR N/A
THE DIRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT OF THE ISSUER YES FOR N/A
DIRECTORS FOR THE YE 31 DEC 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 29.2P PER ISSUER YES FOR N/A
ORDINARY SHARE IN RESPECT OF THE YE 31 DEC 2004 PAYABLE
ON 04 MAY 2005 TO SHAREHOLDERS ON THE REGISTER AT THE
CLOSE OF BUSINESS ON 11 MAR 2005
PROPOSAL #4.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE COMPANY'S AUDITORS
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO AGREE THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #6.a: RE-APPOINT MR. KENNETH CLARKE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.b: RE-APPOINT MR. PAUL RAYNER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.c: RE-APPOINT MR. THYS VISSER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.a: RE-APPOINT MR. PIET BEYERS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.b: RE-APPOINT MR. ROBERT LERWILL AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #7.c: RE-APPOINT SIR NICHOLAS SCHEELE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECTION 80(2) OF THE COMPANIES ACT 1985 UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 178,421,446;
AUTHORITY SHALL EXPIRE AT THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY ; AND THE DIRECTORS MAY MAKE
ALLOTMENTS DURING THE RELEVANT PERIOD WHICH MAY BE
EXERCISED AFTER THE RELEVANT PERIOD
PROPOSAL #S.9: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95(1) OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 OF THE ACT FOR CASH 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,
OPEN OFFER OR OTHER PRE-EMPTIVE OFFERING IN FAVOR OF
ORDINARY SHAREHOLDERS OF 25P EACH OF THE COMPANY; AND B)
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 26,763,216;
AUTHORITY EXPIRE UPON THE EXPIRY OF THE GENERAL
AUTHORITY CONFERRED BY RESOLUTION 8 ; AND 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.10: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 214.1 MILLION ORDINARY SHARES OF 25P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25P AND
NOT MORE THAN 105% OF THE AVERAGE OF THE MIDDLE MARKET
PRICES SHOWN IN THE QUOTATIONS FOR AN ORDINARY SHARES AS
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, FOR THE 5 BUSINESS DAYS IMMEDIATELY PRECEDING THE
DATE OF PURCHASE; AUTHORITY SHALL EXPIRE AT THE
CONCLUSION OF THE AGM OF THE COMPANY ; 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 #11.: AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ISSUER YES FOR N/A
SECTION 347C OF THE COMPANIES ACT 1985 THE ACT TO
MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR
EU POLITICAL EXPENDITURE IN EACH CASE AS DEFINED IN
SECTION 347A OF THE ACT PROVIDED THAT: I) THE AMOUNT
DONATED TO EU POLITICAL ORGANIZATIONS DURING THE
SPECIFIED PERIOD SHALL NOT EXCEED GBP 1,000,000 IN
TOTAL; II) THE AMOUNT OF EU POLITICAL EXPENDITURE
INCURRED DURING SPECIFIED PERIOD SHALL NOT EXCEED GBP
1,000,000 IN TOTAL; AUTHORITY EXPIRES EARLIER THE
CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2009
OR 28 APR 2009
PROPOSAL #12.: AMEND THE RULES OF THE BRITISH AMERICAN ISSUER YES FOR N/A
TOBACCO LONG TERM INCENTIVE PLAN THE LTIP RULES ; AND
AUTHORIZE THE DIRECTORS TO TAKE SUCH ACTIONS AS MAY BE
NECESSARY OR DESIRABLE TO MAKE THE LTIP AMENDMENTS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CANON INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE PROFIT APPROPRIATION FOR NO. ISSUER YES FOR N/A
104 TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN
PROPOSED AS JYP40 PER SHARE JYP65 ON A YEARLY BASIS
PROPOSAL #2: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
INCORPORATION
PROPOSAL #3.1: ELECT MR. FUJIO MITARAI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT MR. YUKIO YAMASHITA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT MR. TOSHIZOU TANAKA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT MR. TSUNEJI UCHIDA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT MR. YUUSUKE EMURA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT MR. NOBUYOSHI TANAKA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT MR. JUNJI ICHIKAWA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT MR. HAJIME TSURUOKA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT MR. AKIYOSHI MOROE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT MR. KUNIO WATANABE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: ELECT MR. HIRONORI YAMAMOTO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: ELECT MR. YOUROKU ADACHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: ELECT MR. YASUO MITSUHASHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.14: ELECT MR. KATSUICHI SHIMIZU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.15: ELECT MR. RYOUICHI BAMBA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.16: ELECT MR. TOMONORI IWASHITA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.17: ELECT MR. TOSHIO HOMMA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.18: ELECT MR. SHIGERU IMAIIDA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.19: ELECT MR. MASSAHIRO OOSAWA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.20: ELECT MR. KEIJIROU YAMSZAKI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.21: ELECT MR. SHUNICHI UZAWA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.22: ELECT MR. MASAKI NAKAOKA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.23: ELECT MR. TOSHIYUKI KOMATSU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.24: ELECT MR. SHIGEYUKI MATSUMOTO AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.25: ELECT MR. HARUHISA HONDA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: GRANT RETIREMENT ALLOWANCES TO THE RETIRING ISSUER YES FOR N/A
DIRECTORS: MR. KINYA UCHIDA AND MR. IKUO SOUMA
ACCORDING TO THE COMPANY RULE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARREFOUR SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004, IN THE FORM PRESENTED
TO THE MEETING. ACCORDINGLY, AND GRANT PERMANENT
DISCHARGE TO THE BOARD OF DIRECTORS FOR THE PERFORMANCE
OF ITS DUTIES DURING THE SAID FY
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: ACKNOWLEDGE THE AMALGAMATION-MERGER ISSUER NO N/A N/A
PROJECT OF PAROMA BY CARREFOUR DATED 09 MAR 2005, UNDER
WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE THE
TOTAL OF ITS ASSETS OF EUR 2,914,653,426.38, WITH THE
CORRESPONDING TAKING-OVER OF ALL ITS LIABILITIES OF EUR
6,427,325.33, I.E. A NET WORTH OF EUR 2,908,226,101.05
AND APPROVE ALL THE TERMS OF THIS PROJECT TO INCREASE
THE SHARE CAPITAL BY EUR 197,896,500.00, BY THE
CREATION, WITH AN OVERALL SHARE PREMIUM OF EUR
2,710,329,601.05, OF 79,158,600 COMPANY'S FULLY PAID-UP
SHARES OF A PAR VALUE OF EUR 2.50 EACH, TO BE
DISTRIBUTED AMONG THE SHAREHOLDERS OF THE ACQUIRED
COMPANY, WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR
SHARES AGAINST 3 PAROMA SHARES, BEARING AN ACCRUING
DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL OF
PRESENT RESOLUTION, THE GENERAL MEETING RECORDS THAT THE
AMALGAMATION-MERGER OF PAROMA IS DEFINITELY COMPLETED
TAKING INTO ACCOUNT THAT PAROMA HELD 79,159,435
CARREFOUR SHARES; APPROVE TO CANCEL THESE SHARES,
RESULTING IN A CAPITAL DECREASE OF EUR 197,898,585.00,
SO THAT THE SHARE CAPITAL OF CARREFOUR WILL BE DECREASED
FROM EUR 1,960,695,375.00 A EUR 1,762,796,790.00 AN
AMOUNT OF EUR 4,591.06 CHARGED TO THE MERGER PREMIUM
ACCOUNT WILL BE TRANSFERRED TO THE SPECIAL RESERVE ON
LONG-TERM CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR
2,658,965,388.06 CORRESPONDING TO THE DIFFERENCE BETWEEN
THE NET VALUE OF THE CONTRIBUTIONS AND THE NOMINAL
AMOUNT OF CARREFOUR SHARES BROUGHT BY PAROMA AND
CANCELLED, SHALL BE CHARGED TO THE MERGER PREMIUM, THUS
AMOUNTING TO EUR 51,359,621.93; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES CONSEQUENTLY, AMEND
ARTICLE 6 OF ASSOCIATION CAPITAL STOCK AS FOLLOWS:
THE SHARE CAPITAL IS SET AT EUR 1,762,796,790.00 AND IS
DIVIDED INTO 705,118,716 SHARES, EACH OF A PAR VALUE OF
EUR 2.50 EACH
PROPOSAL #O.4: APPROVE THE RECOMMENDATIONS OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS AND RESOLVE TO APPROPRIATE THE LOSSES AS
FOLLOWS: FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR -
331,820,000.83 PLUS THE PRIOR RETAINED EARNINGS: EUR
1,540,040,896.94 DISTRIBUTABLE PROFITS: EUR
1,208,220,896.11; GLOBAL DIVIDEND: EUR 662,811,593.04;
CARRY FORWARD ACCOUNT: EUR 545,409,303.07; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER
SHARE THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS
REQUIRED BY LAW
PROPOSAL #O.5: RATIFY THE APPOINTMENT OF MR. JOSE LUIS ISSUER NO N/A N/A
DURAN, AS DIRECTOR
PROPOSAL #E.6: APPROVE THAT THE COMPANY SHALL BE RULED ISSUER NO N/A N/A
BY AN EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD
ACCORDINGLY, AMEND THE FOLLOWING ARTICLES OF
ASSOCIATION: ARTICLE 1: NATURE OF THE COMPANY, AND
REPLACE THE CURRENT ARTICLES FROM 14 TO 19 RELATING TO
THE MANAGEMENT OF THE COMPANY
PROPOSAL #O.7: AMEND ARTICLES7, 10, AND 26 OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION
PROPOSAL #O.8: APPOINT MR. LUC VANDEVELDE AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.9: APPOINT MR. COMET B.V AS A MEMBER OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.10: APPOINT MR. CARLOS MARCH AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.11: APPOINT MR. JOSE LUIS LEAL MALDONADO AS ISSUER NO N/A N/A
A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.12: APPOINT MR. RENE ABATE AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.13: APPOINT MR. RENE BRILLET AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.14: APPOINT MR. AMAURY DE SEZE AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.15: APPOINT MRS. ANNE-CARLIE TAITTINGER AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.16: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER NO N/A N/A
EUR 610,000.00 TO THE SUPERVISORY BOARD
PROPOSAL #E.17: APPOINT, AS A RESULT OF THE ISSUER NO N/A N/A
AMALGAMATION-MERGER OF DELOITTE TOUCHE TOHMATSU BY
DELOITTE TOUCHE TOHMATSU-AUDIT, DELOITTE TOUCHE
TOHMATSU-AUDIT AS THE STATUTORY AUDITOR OF THE COMPANY
AND ITS NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES
PROPOSAL #O.18: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE PRICE: EUR
75.00 MAXIMUM NUMBER OF SHARES TO BE TRADED: 3% OF THE
REGISTERED CAPITAL AND AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES. AUTHORITY EXPIRES AT THE END
OF18 MONTHS IT CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE GENERAL MEETING OF 27 APR 2004
PROPOSAL #O.19: RECEIVE THE DIRECTORS REPORT, AND ISSUER NO N/A N/A
AUTHORIZE THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE
SHARES TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND EXECUTIVES, THE NUMBER OF SHARES SHALL NOT EXCEED
0.20% 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
NECESSARY FORMALITIES
PROPOSAL #O.20: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL BY CANCELLING THE SHARES FIELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED
IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL
AUTHORITY EXPIRES AT THE END OF 18 MONTHS IT CANCELS
AND REPLACES THE DELEGATION GIVEN BY THE GENERAL MEETING
OF 27 APR 2004
PROPOSAL #E.21: APPROVE TO TRANSFER TO THE EXECUTIVE ISSUER NO N/A N/A
COMMITTEE THE DELEGATION OF AUTHORITY PREVIOUSLY GIVEN
TO THE BOARD OF DIRECTORS IN ORDER TO GRANT, IN ONE OR
MORE TRANSACTIONS, OPTIONS GIVING THE RIGHT TO PURCHASE
COMPANY'S SHARES TO THE PROFIT OF COMPANY AND ITS
SUBSIDIARIES EMPLOYEES OR OFFICERS, ON THE CONDITIONS
SET FORTH IN RESOLUTION 15 OF THE EGM OF 27 APR 2004
PROPOSAL #E.22: APPROVE THE POWERS FOR FORMALITIES ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CELESTICA INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. ROBERT L. CRANDALL AS A ISSUER YES FOR N/A
DIRECTOR FOR THE ENSURING YEAR
PROPOSAL #1.2: ELECT MR. WILLIAM ETHERINGTON AS A ISSUER YES FOR N/A
DIRECTOR FOR THE ENSURING YEAR
PROPOSAL #1.3: ELECT MR. RICHARD S. LOVE AS A DIRECTOR ISSUER YES FOR N/A
FOR THE ENSURING YEAR
PROPOSAL #1.4: ELECT MR. ANTHONY R. MELMAN AS A DIRECTOR ISSUER YES FOR N/A
FOR THE ENSURING YEAR
PROPOSAL #1.5: ELECT MR. GERALD W. SCHWARTZ AS A ISSUER YES FOR N/A
DIRECTOR FOR THE ENSURING YEAR
PROPOSAL #1.6: ELECT MR. CHARLES W. SZULUK AS A DIRECTOR ISSUER YES FOR N/A
FOR THE ENSURING YEAR
PROPOSAL #1.7: ELECT MR. DON TAPSCOTT AS A DIRECTOR FOR ISSUER YES FOR N/A
THE ENSURING YEAR
PROPOSAL #2.: APPOINT KPMG LLP AS THE AUDITOR OF THE ISSUER YES FOR N/A
CORPORATION TO HOLD OFFICE UNTIL THE CLOSE OF THE NEXT
AGM AND AUTHORIZE THE BOARD OF DIRECTORS TO FIX THE
REMUNERATION OF THE AUDITOR
PROPOSAL #3.: APPROVE THAT THE OPTION EXCHANGE PROGRAM, ISSUER YES FOR N/A
WHICH WILL PERMIT ELIGIBLE HOLDERS OF ELIGIBLE OPTIONS
GRANTED UNDER THE CELESTICA INC. LONG-TERM INCENTIVE
PLAN THE LTIP AND THE ACQUISITION PLANS ASSUMED IN
CONNECTION WITH CELESTICA INC'S ACQUISITION OF
MANUFACTURERS SERVICES LIMITED COLLECTIVELY, THE MSL
PLANS TO ELECT, IN ACCORDANCE WITH THE TERMS OF THE
PROGRAM, TO EXCHANGE SUCH OPTIONS FOR A CASH PAYMENT, BE
APPROVED; THE AMENDMENT TO THE TERMS OF THE LTIP, TO
LIMIT THE MAXIMUM AGGREGATE NUMBER OF OPTIONS, RIGHTS
AND PERFORMANCE UNITS EACH AS DEFINED IN THE LTIP THAT
MAY BE GRANTED ANNUALLY UNDER THE LTIP TO 1.2% OF THE
OUTSTANDING MULTIPLE VOTING SHARES AND SUBORDINATE
VOTING SHARES OF CELESTICA INC. FROM TIME TO TIME,
PROHIBIT THE GRANTING OF OPTIONS TO DIRECTORS AND
PROHIBIT THE RE-PRICING OF OPTIONS BE APPROVED; AND ANY
ONE OFFICER OR DIRECTOR OF THE CORPORATION BE AUTHORIZED
AND DIRECTED TO DO ALL SUCH ACTS AND THINGS AND EXECUTE
WHETHER UNDER THE CORPORATE SEAL OF THE CORPORATION OR
OTHERWISE AND DELIVER FOR, ON BEHALF OF OR IN THE NAME
OF THE CORPORATION ALL SUCH DOCUMENTS, INSTRUMENTS AND
AGREEMENTS AS HE OR SHE MAY IN HIS OR HER ABSOLUTE
DISCRETION DETERMINE TO BE NECESSARY OR DESIRABLE TO
CARRY OUT THE INTENTION OF THE FOREGOING PROVISIONS OF
THIS RESOLUTION, THE DOING OF ALL SUCH ACTS AND THINGS
AND THE EXECUTION OF ALL SUCH DOCUMENTS, INSTRUMENTS AND
AGREEMENTS BEING CONCLUSIVE EVIDENCE OF SUCH
DETERMINATION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CEMEX, S.A. DE C.V.
TICKER: CX CUSIP: 151290889
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A1: PRESENTATION, DISCUSSION AND, IF ISSUER YES FOR FOR
APPLICABLE, APPROVAL OF THE FINANCIAL STATEMENTS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2004, AS REQUIRED BY THE
MEXICAN CORPORATION LAW AND THE SECURITIES MARKET LAW,
AFTER PRESENTATION OF THE REPORTS.
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 VARIABLE 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 FOR FOR
AUDITORS, ACCORDING TO THE PROPOSAL OF SHAREHOLDERS
SUBMITTED FOR CONSIDERATION.
PROPOSAL #A5: COMPENSATION OF DIRECTORS AND STATUTORY ISSUER YES FOR FOR
AUDITORS, ACCORDING TO THE PROPOSAL OF SHAREHOLDERS
SUBMITTED FOR CONSIDERATION.
PROPOSAL #A6: APPOINTMENT OF DELEGATES TO FORMALIZE THE ISSUER YES FOR FOR
RESOLUTIONS ADOPTED AT THE MEETING.
PROPOSAL #S1: PROPOSAL TO SPLIT EACH OF THE COMPANY'S ISSUER YES FOR FOR
SERIES A AND SERIES B SHARES CURRENTLY OUTSTANDING
INTO TWO NEW SHARES OF THE SAME SERIES AND TYPE OF
CAPITAL, FIXED OR VARIABLE, AND TO AMEND ARTICLE 6 OF
THE COMPANY'S BY-LAWS OR ESTATUTOS SOCIALES.
PROPOSAL #S2: 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: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS FOR THE ISSUER YES FOR N/A
YE 31 DEC 2004 AND THE REPORTS OF THE DIRECTORS AND THE
AUDITORS
PROPOSAL #2.: DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC ISSUER YES FOR N/A
2004
PROPOSAL #3.I: RE-ELECT MR. WANG JIANZHOU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.II: RE-ELECT MR. ZHANG CHENSHUANG AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.III: RE-ELECT MR. LI MOFANG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.IV: RE-ELECT MR. JULIAN MICHAEL HORN-SMITH ISSUER YES FOR N/A
AS A DIRECTOR
PROPOSAL #3.V: RE-ELECT MR. LI YUE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.VI: RE-ELECT MR. HE NING AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.VII: RE-ELECT MR. FRANK WONG KWONG SHING AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #4.: RE-APPOINT MESSRS. KPMG AS THE AUDITORS ISSUER YES FOR N/A
AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS, DURING THE ISSUER YES FOR N/A
RELEVANT PERIOD TO PURCHASE 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 SHARES , THE AGGREGATE NOMINAL AMOUNT OF
SHARES WHICH MAY BE PURCHASED ON THE STOCK EXCHANGE OF
HONG KONG LIMITED OR ANY OTHER STOCK EXCHANGE ON WHICH
SECURITIES OF THE COMPANY MAY BE LISTED AND WHICH IS
RECOGNIZED FOR THIS PURPOSE BY THE SECURITIES AND
FUTURES COMMISSION OF HONG KONG AND THE STOCK EXCHANGE
OF HONG KONG LIMITED AS SPECIFIED SHALL NOT EXCEED OR
REPRESENT MORE THAN 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE
OF PASSING THIS RESOLUTION, AND THE SAID APPROVAL SHALL
BE LIMITED ACCORDINGLY; 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 REQUIRED BY LAW TO BE HELD
PROPOSAL #6.: APPROVE TO GRANT A GENERAL MANDATE TO THE ISSUER YES AGAINST N/A
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 OF
SUCH MANDATE OR THEREAFTER PROVIDED THAT, 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 PROVIDING FOR THE
ALLOTMENT OF SHARES IN LIEU OF THE WHOLE OR PART OF A
DIVIDEND IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION
OF THE COMPANY, THE AGGREGATE NOMINAL AMOUNT OF THE
SHARES ALLOTTED SHALL NOT EXCEED THE AGGREGATE OF: A)
20% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMPANY IN ISSUE AT THE DATE OF PASSING THIS
RESOLUTION, PLUS B) IF THE DIRECTORS ARE SO AUTHORIZED
BY A SEPARATE ORDINARY RESOLUTION OF THE SHAREHOLDERS OF
THE COMPANY 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
PASSING 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 OF
THE COMPANY IS REQUIRED BY LAW TO BE HELD
PROPOSAL #7.: AUTHORIZE THE DIRECTOR REFERRED TO IN THE ISSUER YES FOR N/A
RESOLUTION 6 IN RESPECT OF THE SHARE CAPITAL OF THE
COMPANY AS SPECIFIED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA PETROLEUM & CHEMICAL CORP SINOPEC
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/21/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PROPOSAL REGARDING THE ISSUER YES FOR N/A
ACQUISITION OF CERTAIN PETROCHEMICAL ASSETS FROM CHINA
PETROCHEMICAL CORPORATION
PROPOSAL #2.: APPROVE THE PROPOSAL REGARDING THE ISSUER YES FOR N/A
ACQUISITION OF CERTAIN CATALYST ASSETS FROM CHINA
PETROCHEMICAL CORPORATION
PROPOSAL #3.: APPROVE THE PROPOSAL REGARDING THE ISSUER YES FOR N/A
ACQUISITION OF CERTAIN GAS STATION ASSETS FROM CHINA
PETROCHEMICAL CORPORATION
PROPOSAL #4.: APPROVE THE PROPOSAL REGARDING THE ISSUER YES FOR N/A
DISPOSAL OF CERTAIN DOWNHOLE OPERATION ASSETS FROM CHINA
PETROCHEMICAL CORPORATION
PROPOSAL #5.: APPROVE THE PROPOSAL FOR THE GENERAL ISSUER YES FOR N/A
MEETING TO AUTHORIZE THE BOARD TO PERFORM ALL RELEVANT
MATTERS IN RELATION TO THE ACQUISITION AND THE DEPOSITION
PROPOSAL #6.: APPROVE THE ADJUSTMENT TO THE CAPITAL ISSUER YES FOR N/A
EXPENDITURE PLAN FOR THE YEAR 2004
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA PETROLEUM & CHEMICAL CORP SINOPEC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORT OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS OF SINOPEC CORPORATION FOR THE YE 31 DEC 2004
PROPOSAL #2.: APPROVE THE REPORT OF THE SUPERVISORY ISSUER YES FOR N/A
COMMITTEE OF THE SINOPEC CORPORATION FOR THE YE 31 DEC
2004
PROPOSAL #3.: APPROVE THE AUDITED ACCOUNTS AND THE ISSUER YES FOR N/A
AUDITED CONSOLIDATED ACCOUNTS OF SINOPEC CORPORATION FOR
THE YE 31 DEC 2004
PROPOSAL #4.: APPROVE PLAN FOR PROFIT APPROPRIATION AND ISSUER YES FOR N/A
THE FINAL DIVIDEND OF THE SINOPEC CORPORATION FOR THE YE
31 DEC 2004
PROPOSAL #5.: APPOINT THE PRC AND THE INTERNATIONAL ISSUER YES FOR N/A
AUDITORS OF SINOPEC CORPORATION FOR THE YEAR 2005 AND
AUTHORIZE THE BOARD OF DIRECTORS TO FIX THEIR
REMUNERATION
PROPOSAL #6.: APPROVE THE SINOPEC CORPORATION TIANJIN 1 ISSUER YES AGAINST N/A
MILLION TONES PER ANNUM ETHYLENE AND AUXILLARY
FACILITIES PROJECT
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA STEEL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ACKNOWLEDGE THE 2004 OPERATIONAL REPORT ISSUER YES FOR N/A
AND THE FINANCIAL STATEMENTS
PROPOSAL #2.: ACKNOWLEDGE THE PROPOSAL FOR EARNINGS ISSUER YES FOR N/A
APPROPRIATION OF 2004
PROPOSAL #3.: APPROVE THE ISSUANCE OF NEW SHARES THROUGH ISSUER YES FOR N/A
THE CONVERSION OF EARNINGS TO INCREASED CAPITAL
PROPOSAL #4.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #5.: AMEND THE PROCEDURES FOR ACQUISITION OF ISSUER YES FOR N/A
ASSETS OR THE DISPOSAL OF ASSETS
PROPOSAL #6.: APPROVE THE REMOVAL OF THE PROHIBITION ISSUER YES FOR N/A
AGAINST THE HOLDINGS OF THE SAME OR SIMILAR POSITIONS IN
OTHER COMPANIES
PROPOSAL #7.: OTHER MATTERS AND PROVISIONAL MOTIONS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIA SANEAMENTO BASICO DO ESTADO DE SAO PAULO SABESP
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT THE MEMBERS OF THE BOARD OF DIRECTORS ISSUER NO N/A N/A
PROPOSAL #2.: OTHER MATTERS ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIA SANEAMENTO BASICO DO ESTADO DE SAO PAULO SABESP
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: APPROVE THE ADMINISTRATORS ACCOUNTS AND ISSUER YES FOR N/A
THE FINANCIAL STATEMENTS DOCUMENTED WITH OPINIONS FROM
THE STATUTORY AUDIT COMMITTEE AND THE EXTERNAL AUDITORS,
REFERRED TO THE YEAR 2004, ACCORDING TO THE MANAGEMENT
REPORT, BALANCE SHEET AND THE CORRESPONDING EXPLANATORY
REMARKS
PROPOSAL #A.2: APPROVE TO DELIBERATE ON PROFITS ISSUER YES FOR N/A
ALLOCATION AND TRANSFER OF THE PROFITS BALANCE
ACCUMULATED FOR INVESTMENT RESERVE
PROPOSAL #A.3: ELECT THE MEMBERS OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS, FINANCE COMMITTEE AND THEIR RESPECTIVE
SUBSTITUTES
PROPOSAL #E.1: RATIFY THE NEW COMPENSATION CRITERIA FOR ISSUER YES AGAINST N/A
THE BOARD OF DIRECTORS
PROPOSAL #E.2: AMEND THE MAIN SECTION OF ARTICLE 15 OF ISSUER YES AGAINST N/A
THE BY-LAWS, MENTIONING THAT THE BOARD OF DIRECTORS WILL
MEET MONTHLY, IN REGULAR SESSION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIRCLE K SUNKUS CO LTD, INAZAWA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/25/2005 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 16, FINAL JY 20,
SPECIAL JY 0
PROPOSAL #2: AMEND ARTICLES TO: ABOLISH RETIREMENT BONUS ISSUER YES FOR N/A
SYSTEM
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT DIRECTOR ISSUER YES FOR 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 #4.4: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.5: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #5: APPROVE RETIREMENT BONUSES FOR DIRECTORS ISSUER YES AGAINST N/A
AND SPECIAL PAYMENTS TO CONTINUING DIRECTORS AND
STATUTORY AUDITORS IN CONNECTION WITH ABOLITION OF
RETIREMENT BONUS SYSTEM
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CMC MAGNETICS CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPROVE THE BUSINESS REPORT OF 2004 ISSUER YES ABSTAIN N/A
PROPOSAL #1.2: APPROVE THE AUDIT REPORT OF THE ISSUER YES ABSTAIN N/A
SUPERVISOR OF 2004
PROPOSAL #1.3: APPROVE THE REPORT OF ENDORSEMENTS AND ISSUER YES ABSTAIN N/A
GUARANTEES SITUATION AS OF 31 DEC 2004
PROPOSAL #1.4: APPROVE THE REPORT OF ASSET ACQUISITIONS ISSUER YES ABSTAIN N/A
AND DISPOSAL DURING 2004
PROPOSAL #1.5: APPROVE TO REPORT THE EXECUTIONS OF ISSUER YES ABSTAIN N/A
TREASURY STOCK DURING 2004
PROPOSAL #1.6: APPROVE TO REPORT THE ISSUANCE OF CMC ISSUER YES ABSTAIN N/A
MAGNETIC CORPORATION USD 200MM ZERO COUPON CONVERTIBLE
BONDS DUE 2009
PROPOSAL #1.7: APPROVE TO REPORT THE INVESTMENT ISSUER YES ABSTAIN N/A
EXECUTION IN MAINLAND CHINA
PROPOSAL #2.1: APPROVE THE 2004 FINANCIAL STATEMENTS ISSUER YES ABSTAIN N/A
PROPOSAL #2.2: APPROVE THE 2004 STATEMENTS OF ISSUER YES ABSTAIN N/A
APPROPRIATION OF RETAINED EARNINGS AND CAPITAL SURPLUS
PROPOSAL #2.3: AMEND THE ARTICLE OF INCORPORATION ISSUER YES ABSTAIN N/A
PROPOSAL #3.: OTHER MATTERS ISSUER YES ABSTAIN N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMPAL ELECTRONICS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.A: APPROVE THE BUSINESS OPERATIONS IN 2004 ISSUER NO N/A N/A
PROPOSAL #1.B: APPROVE THE SUPERVISORS REVIEW OF 2004 ISSUER NO N/A N/A
FINANCIAL STATEMENTS
PROPOSAL #1.C: APPROVE THE SHARE BUY-BACK STATUS ISSUER NO N/A N/A
PROPOSAL #2.A: APPROVE THE 2004 FINANCIAL STATEMENTS ISSUER YES FOR N/A
PROPOSAL #2.B: APPROVE: A) THE CASH DIVIDEND: TWD ISSUER YES FOR N/A
3,672,087,004 TWD 1.1 PER SHARE ; B) STOCK DIVIDEND:
CAPITALIZATION OF CAPITAL SURPLUS: TWD 667,652,180 20
DIVIDEND SHARES PER 1000 SHARES AND CAPITALIZATION OF
RETAINED EARNINGS: TWD 667,652,180 20 DIVIDEND SHARES
PER 1,000 SHARES ; THE RATIO OF DIVIDEND PER 1000 SHARES
WILL BE ADJUSTED BY THE BOARD OF DIRECTORS TO REFLECT
THE CHANGE OF THE COMPANY'S OUTSTANDING SHARES ON THE
RECORD DATE DUE TO THE COMPANY'S TREASURY SHARES,
CONVERSION OF ITS CONVERTIBLE BONDS OR EXERCISE OF
EMPLOYEE STOCK OPTIONS
PROPOSAL #2.C: APPROVE THE WAIVER TO CERTAIN DIRECTORS ISSUER YES FOR N/A
NON-COMPETITION OBLIGATION
PROPOSAL #3.A: APPROVE THE INCREASE OF CAPITAL BY ISSUER YES FOR N/A
ISSUING 157,193,768 NEW SHARES FORM CAPITALIZATION OF
CAPITAL SURPLUS, RETAINED EARNINGS AND ISSUANCE OF
EMPLOYEES STOCK BONUS; 66,765,218 SHARES FOR
CAPITALIZATION OF CAPITAL SURPLUS, 66,765,218 SHARES FOR
CAPITALIZATION OF RETAINED EARNING AND 23,663,332
SHARES FOR EMPLOYEE STOCK BONUS
PROPOSAL #3.B: AMEND THE ARTICLES OF INCORPORATION ISSUER YES AGAINST N/A
PROPOSAL #4.: OTHER ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMPANHIA DE SANEAMENTO BASICO DO ESTADO DE SAO PAULO -SABESP
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/8/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND ARTICLES 6 AND 7 OF THE COMPANY BY- ISSUER NO N/A N/A
LAWS INCLUDING IN ARTICLE 5 REFERENCE TO THE VALUE OF
THE CAPITAL STOCK, EXPRESSED IN BRAZILIAN REALS AND THE
NUMBER OF SHARES AND TAKING MENTION OF THE AUTHORIZED
CAPITAL STOCK LIMIT TO ARTICLE 7
PROPOSAL #2.: OTHER MATTERS ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMPASS GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE FINANCIAL STATEMENTS ISSUER YES FOR N/A
OF THE COMPANY FOR THE FYE 30 SEP 2004 AND THE REPORTS
OF THE DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: APPROVE THE REMUNERATION COMMITTEE'S ISSUER YES FOR N/A
REPORT FOR THE FYE 30 SEP 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 6.2 PENCE PER ISSUER YES FOR N/A
SHARE ON THE COMPANY'S ORDINARY SHARES FOR THE FYE 30
SEP 2004
PROPOSAL #4.: ELECT MR. STEVE LUCAS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: ELECT MR. ANDREW MARTIN AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #6.: RE-ELECT MR. PETER CAWDRON AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #7.: RE-ELECT MR. ALAIN DUPUIS AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #8.: RE-ELECT MR. VAL GOODING AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #9.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #11.: APPROVE THE RULES OF COMPASS GROUP PLC ISSUER YES FOR N/A
SHARE BONUS MATCHING PLAN THE MATCHING PLAN AND
AUTHORIZE THE DIRECTORS TO TAKE ALL ACTIONS WHICH THEY
CONSIDER NECESSARY OR EXPEDIENT IN CONNECTION WITH THE
IMPLEMENTATION OF THE MATCHING PLAN
PROPOSAL #12.: AUTHORIZE THE COMPANY AND ITS ISSUER YES ABSTAIN N/A
SUBSIDIARIES TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS AND INCUR EU POLITICAL EXPENDITURE
PROVIDED THAT ANY SUCH DONATIONS AND EXPENDITURE MADE BY
THE COMPANY TOGETHER WITH THOSE MADE BY AN SUBSIDIARY
COMPANY SHALL NOT EXCEED IN AGGREGATE GBP 125,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF NEXT AGM OF THE
COMPANY
PROPOSAL #13.: APPROVE, PURSUANT TO SECTION 121(2)(E) OF ISSUER YES FOR N/A
THE COMPANIES ACT 1985 AND ARTICLE 41(D) OF THE
COMPANY'S ARTICLES OF ASSOCIATION, THE REDUCTION OF THE
AUTHORIZED SHARE CAPITAL OF THE COMPANY FROM GBP
300,050,998 TO GBP 300,001,000 DIVIDED INTO
3,000,010,000 ORDINARY SHARES OF 10 PENCE EACH BY
CANCELING EACH AUTHORIZED BUT UNISSUED NON-VOTING
REDEEMABLE PREFERENCE SHARE OF GBP 1 IN THE CAPITAL OF
THE COMPANY
PROPOSAL #S.14: ADOPT THE NEW ARTICLES OF ASSOCIATION OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #S.15: 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) OF THE ACT
FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY
RESOLUTION 7 PASSED AT THE 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 A) IN CONNECTION WITH
A ISSUE TO HOLDERS OF ORDINARY SHARES; AND B) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 10.7 MILLION CONSISTING
OF 107 MILLION ORDINARY SHARES OF 10 PENCE EACH IN THE
CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OR 13 MAY 2006 ; 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.16: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
ARTICLE 45 OF THE COMPANY'S ARTICLES OF ASSOCIATION AND
IN ACCORDANCE WITH SECTION 166 OF THE COMPANIES ACT
1985, TO MAKE MARKET PURCHASES SECTION 163 OF THE ACT
OF UP TO 215,540,302 ORDINARY SHARES REPRESENTING 10%
OF THE COMPANY'S ISSUED ORDINARY SHARE CAPITAL OF 10
PENCE EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM
PRICE OF 10 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; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 13
AUG 2006 ; 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: CONTINENTAL AG, HANNOVER
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
ANNUAL REPORT FOR THE FY 2004 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
DISTRIBUTION PROFIT OF EUR 116,721,938.35 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 0.80 PER NO-PAR SHARE EUR
388,691.15 SHALL BE CARRIED FORWARD EX-DIVIDEND AND
PAYABLE ON 13 MAY 2005
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 KPMG DEUTSCHE TREUHAND-GESELLSCHAFT ISSUER NO N/A N/A
AG WIRTSCHAFTS-PRUEFUNGSGESELLSCHAFT, HANNOVER, AS THE
AUDITORS FOR THE YEAR 2005
PROPOSAL #6.: AUTHORIZE THE COMPANY TO ACQUIRE OWN ISSUER NO N/A N/A
SHARES OF UP TO EUR 37,226.80, AT PRICES DEVIATING
NEITHER MORE THAN 10% FROM THEIR MARKET PRICE IF THE
SHARES ARE ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE
THAN 20% IF THE SHARES ARE ACQUIRED BY WAY OF A
REPURCHASE OFFER, ON OR BEFORE 11 NOV 2006; 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, WITHIN THE SCOPE OF
THE 1999 STOCK OPTION PLAN OR FOR THE FULFILLMENT OF
CONVERTIBLE AND/OR OPTION RIGHTS, TO FLOAT THE SHARES ON
FOREIGN STOCK EXCHANGES, AND TO RETIRE THE SHARES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CORUS GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/16/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS AND ISSUER YES FOR N/A
THE FINANCIAL STATEMENTS FOR THE YE 01 JAN 2005
PROPOSAL #2.: APPROVE THE DIRECTORS REPORT ON ISSUER YES FOR N/A
REMUNERATION FOR THE YE 01 JAN 2005 INCLUDING THE
REMUNERATION POLICY AS SET OUT THEREIN
PROPOSAL #3.I: APPOINT MR. J.H. SCHRAVEN AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #3.II: APPOINT MR. R. HENSTRA AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #3.III: RE-APPOINT MR. D.M. LLOYD AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #3.IV: RE-APPOINT DR. A.B. HAYWARD AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #4.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY UNTIL THE NEXT GENERAL
MEETING AT WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #6.: AUTHORIZE THE CORUS GROUP PLC, IN ISSUER YES FOR N/A
ACCORDANCE WITH SECTION 347C 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 NEXT AGM OR 15 MONTHS
PROPOSAL #7.: AUTHORIZE THE CORUS UK LIMITED IN ISSUER YES FOR N/A
ACCORDANCE WITH SECTION 347C 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 NEXT AGM OR 15 MONTHS AFTER THE
PASSING OF THIS RESOLUTION
PROPOSAL #8.: AUTHORIZE THE ORB ELECTRICAL STEELS ISSUER YES FOR N/A
LIMITED IN ACCORDANCE WITH SECTION 347C OF THE COMPANIES
ACT 1985, FOR THE PURPOSES OF PART XA 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 NEXT AGM OR 15 MONTHS AFTER THE
PASSING OF THIS RESOLUTION
PROPOSAL #S.9: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 444,565,340 ORDINARY SHARES OF 10P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 10P AND
SHALL NOT EXCEED 105% ABOVE THE AVERAGE MIDDLE MARKET
QUOTATION FOR THE 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 NEXT AGM OF THE COMPANY OR 15
; 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: CREDIT AGRICOLE SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE ALLOCATION OF EUR ISSUER NO N/A N/A
4,987,500.00 UPON THE PRIOR RETAINED EARNINGS ACCOUNT
CORRESPONDING TO THE AMOUNT OF THE EXCEPTIONAL TAX; AN
AMOUNT OF EUR 200,000,000.00 CHARGED TO THE SPECIAL
RESERVE ON LONG-TERM CAPITAL GAINS ACCOUNT WILL BE
TRANSFERRED AS FOLLOWS: EUR 195,012,500.00 TO THE
ORDINARY RESERVES ACCOUNT, EUR 4,987,500.00 TO THE
BALANCE CARRY FORWARD ACCOUNT
PROPOSAL #O.2: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS, APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR CLOSED ON 31 DEC 2004;
APPROVE THE NON-DEDUCTIBLE FEES AND EXPENSES OF EUR
43,057.51; ACCORDINGLY, GRANT PERMANENT DISCHARGE TO THE
BOARD OF DIRECTORS MEMBERS FOR THE PERFORMANCE OF
THEIR DUTIES DURING THE SAID FY
PROPOSAL #O.3: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS, APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY
PROPOSAL #O.4: ACKNOWLEDGE THAT THE NET INCOME AMOUNTS ISSUER NO N/A N/A
TO EUR 1,248,608,708.30 AND APPROVE THAT: THE FY 2004
PROFITS FROM WHICH WILL BE DEDUCTED THE PRIOR RETAINED
EARNING OF EUR 162,173.67 I.E. A GLOBAL AMOUNT OF EUR
1,248,446,534.63, WILL BE ALLOCATED AS FOLLOWS: TO THE
LEGAL RESERVE: EUR 62,430,435.42, TO THE GLOBAL
DIVIDEND: EUR 972,524,808.42, TO THE CARRY FORWARD
ACCOUNT: EUR 213,491,290.79; THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 0.66 PER SHARE; AN INTERIM
DIVIDEND OF EUR 0.30 WAS PAID ON 16 DEC 2004, THE
REMAINING DIVIDEND OF EUR 0.36, ELIGIBLE FOR THE 50%
ALLOWANCE, WILL BE PAID ON 27 MAY 2005
PROPOSAL #O.5: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
SEQUENCE OF THE FRENCH COMMERCIAL CODE, APPROVE THE
SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.6: APPROVE THE RESIGNATION OF MR. JEAN LE ISSUER NO N/A N/A
BRUN AS A DIRECTOR AND APPOINT MR. ALAIN DAVID AS A
DIRECTOR FOR THE REMAINDER OF THE LATTER'S TERM OF
OFFICE, I.E. UNTIL THE CLOSE OF THE OGM WHICH WILL
DELIBERATE UPON THE ANNUAL FINANCIAL STATEMENTS FOR THE
FY 2006
PROPOSAL #O.7: APPOINT MR. PHILIPPE CAMUS IN ISSUER NO N/A N/A
REPLACEMENT OF MR. GERARD MESTRALLET AS A DIRECTOR FOR
A PERIOD OF 3 YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. RENE CARRON AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.9: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. ALAIN DIEVAL AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.10: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. DANIEL LEBEGUE AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.11: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. MICHEL MICHAUT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.12: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. JEAN-CLAUDE PICHON AS A DIRECTOR FOR A PERIOD OF 3
YEARS
PROPOSAL #O.13: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. XAVIER FONTANET AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.14: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. CORRADO PASSERA AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.15: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER NO N/A N/A
EUR 670,000.00 TO THE DIRECTORS
PROPOSAL #O.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 35.00, MINIMUM SALE PRICE: EUR 10.00, MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL,
MAXIMUM AMOUNT FOR THIS PURCHASE PROGRAMME: IT WILL NOT
EXCEED EUR 2,000,000,000.00; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS , IT CANCELS AND REPLACES THE
AUTHORIZATION GIVEN BY THE OGM OF 19 MAY 2004; AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.17: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR
ABROAD, WITH OR WITHOUT PREMIUM, THE SHARE CAPITAL BY A
MAXIMUM NOMINAL AMOUNT OF EUR 2,000,000,000.00, BY WAY
OF ISSUING, WITH THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS MAINTAINED, THE COMPANY'S COMMON
SHARES OR OF ANY OTHER SECURITIES GIVING ACCESS BY ALL
MEANS TO THE COMPANY'S COMMON SHARES; THE NOMINAL VALUE
OF THE EQUITY SECURITIES ISSUED SHALL NOT EXCEED EUR
5,000,000,000.00; AUTHORITY EXPIRES AT THE END OF 26
MONTHS , IT CANCELS AND REPLACES, FOR THE PERIOD UNUSED,
THE DELEGATION GIVEN BY THE EGM OF 19 MAY 2004; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.18: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR
ABROAD, WITH OR WITHOUT PREMIUM, THE SHARE CAPITAL BY A
MAXIMUM AMOUNT OF EUR 900,000,000.00, BY WAY OF ISSUING,
WITH WAIVER OF SHAREHOLDERS PRE-EMPTIVE RIGHTS, THE
COMPANY'S COMMON SHARES OR OF ANY OTHER SECURITIES
GIVING ACCESS BY ALL MEANS TO THE COMPANY'S COMMON
SHARES; THE NOMINAL VALUE OF THE EQUITY SECURITIES
ISSUED SHALL NOT EXCEED EUR 5,000,000,000.00; THE WHOLE
WITHIN THE LIMIT OF THE UNUSED PORTION OF THE CEILINGS
RESPECTIVELY SET IN RESOLUTION NUMBER O.17 IT IS
SPECIFIED THAT ANY ISSUE REALIZED ACCORDING THE PRESENT
RESOLUTION SHALL COUNT AGAINST THE CORRESPONDING CEILING
OR CEILINGS ; AUTHORITY EXPIRES AT THE END OF 26
MONTHS , IT CANCELS AND REPLACES, OR THE PERIOD UNUSED,
THE DELEGATION GIVEN BY THE EGM OF 19 MAY 2004
PROPOSAL #E.19: AUTHORIZE THE BOARD OF DIRECTORS IN ISSUER NO N/A N/A
ORDER TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE
TRANSACTIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 3,000,000,000.00, BY WAY OF
CAPITALIZING PREMIUMS, RETAINED EARNINGS, INCOME OR
OTHERS, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS
SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING
SHARES, OR BY UTILIZING THESE TWO METHODS; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS , IT CANCELS AND
REPLACES, FOR THE PERIOD UNUSED, THE DELEGATION GIVEN BY
THE CGM OF 19 MAY 2004; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #O.20: AUTHORIZE THE BOARD OF DIRECTORS IN ISSUER NO N/A N/A
ORDER TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE
TRANSACTIONS, AT ITS SOLE DISCRETION, NOT EXCEEDING AN
AMOUNT OF EUR 150,000,000.00, BY WAY OF ISSUING SHARES
IN FAVOR OF THE COMPANY'S EMPLOYEES WHO ARE MEMBERS OF A
COMPANY SAVING PLAN; AUTHORITY EXPIRES AT THE END OF
26 MONTHS , IT CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION GIVEN BY THE CGM OF 19 MAY 2004;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.21: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, FOR AN AMOUNT NOT EXCEEDING EUR
40,000,000.00, BY WAY ISSUING NEW SHARES RESERVED TO
THE COMPANY CREDIT AGRICOLE INTERNATIONAL'S EMPLOYEES;
AUTHORITY EXPIRES AT THE CLOSE OF THE GENERAL MEETING TO
BE CALLED TO APPROVE THE FINANCIAL STATEMENTS ; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.22: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, FOR AN AMOUNT NOT EXCEEDING EUR
40,000,000.00, BY WAY OF ISSUING SHARES TO BE PAID-UP
IN CASH, IN FAVOR OF THE EMPLOYEES OF CERTAIN LEGAL
ENTITIES OF THE GROUP CREDIT AGRICLE S.A., ESTABLISHED
IN THE USA AND WHOSE EMPLOYMENT CONTRACT IS RULED BY THE
LAW OF THE USA, WHEN THESE EMPLOYEES ARE MEMBERS OF AN
ENTERPRISE SAVINGS PLAN OF ONE OF THE GROUP CREDIT
AGRICOLE'S LEGAL ENTITIES THE AMERICAN EMPLOYEES ;
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.23: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL BY CANCELLING THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN AIM OF THE RESOLUTION NUMBER O.16 OR OF PREVIOUS
AUTHORIZATIONS ; THE TOTAL NUMBER OF SHARES IN THE 24
MONTHS NOT EXCEEDING 10% OF THE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 24 MONTHS ; IT CANCELS EFFECTIVE
IMMEDIATELY, THE AUTHORIZATION GIVEN BY THE CGM OF 19
MAY 2004; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.24: AMEND THE ARTICLES OF ASSOCIATION NUMBER ISSUER NO N/A N/A
9.A STATUTORY ALTERATION IN ORDER TO RAISE THE
PERCENTAGE OF THE THRESHOLD EXCEEDING, AS A RESULT OF
THE DECISION TO RAISE IT FROM 0.6% TO 1% OF THE CAPITAL
OR OF THE VOTING RIGHTS
PROPOSAL #O.25: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW, GENERAL MEETING PROXY SERVICES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CREDIT SUISSE GROUP, ZUERICH
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE ANNUAL REPORT, THE ISSUER YES FOR N/A
PARENT COMPANY'S 2004 FINANCIAL STATEMENTS AND THE
GROUP'S CONSOLIDATED FINANCIAL STATEMENTS
PROPOSAL #2.: GRANT DISCHARGE OF THE ACTS TO THE MEMBERS ISSUER YES FOR N/A
OF THE BOARD OF DIRECTORS AND THE EXECUTIVE BOARD FOR
THE FY 2004
PROPOSAL #3.: APPROVE THAT THE RETAINED EARNINGS OF CHF ISSUER YES FOR N/A
4,218,078,194 COMPRISING RETAINED EARNINGS BROUGHT
FORWARD FROM THE PREVIOUS YEAR OF CHF 3,386,649,182 AND
NET INCOME FOR 2004 OF CHF 831,429,012 BE APPROPRIATED
AS FOLLOWS: DISTRIBUTION OF A DIVIDEND : CHF 1.50 PER
REGISTERED SHARE WITH PAR VALUE OF CHF 0.50 EACH CHF
1.50 GROSS PER SHARE WHICH AFTER DEDUCTION OF SWISS
FEDERAL WITHHOLDINGS TAX OF 35% CHF 0.525 AMOUNTS TO CHF
0.975 NET AGAINST AN ORDER AUTHORIZING DIVIDEND;
BALANCE TO BE CARRIED FORWARD RETAINED EARINGS MINUS
DIVIDEND UPON APPROVAL OF THE PROPOSAL, THE DIVIDEND
FOR THE FY 2004 WILL BE PAYABLE FREE OF COMMISSIONS FROM
06 MAY2005 AT ALL SWISS OFFICES OF CREDIT SUISSE, BANK
LEU LTD. NA DNEUE AARGAUER BANK
PROPOSAL #4.: APPROVE THE BUYBACK OF OWN SHARES OF UP TO ISSUER YES FOR N/A
A MAXIMUM OF CHF 6 BILLION OF PURCHASE VALUE; THESE
SHARES ARE REPURCHASED VIA A SECOND TRADING LINE ON THE
STOCK EXCHANGE AND SUBSEQUENTLY CANCELLED AND THE SHARE
CAPITAL IS TO BE REDUCED ACCORDINGLY
PROPOSAL #5.2: RE-ELECT KPMG KLYNVELD PEAT ISSUER YES FOR N/A
MARWICGOWEDELER SA, ZURICH, AS THE INDEPENDENT AUDITORS
OF THE PARENT COMPANY AND OF THE GROUP FOR A FURTHER
TERM OF 1 YEAR
PROPOSAL #5.3: ELECT BDO VISURA, ZURICH, AS THE SPECIAL ISSUER YES FOR N/A
AUDITOR FOR A FURTHER TERM OF 1 YEAR
PROPOSAL #5.1.1: RE-ELECT MR. PETER BRABECK-LETMATHE TO ISSUER YES FOR N/A
THE BOARD OF DIRECTORS FOR A TERM OF 3 YEARS AS
STIPULATED IN THE ARTICLES OF ASSOCIATION
PROPOSAL #5.1.2: RE-ELECT MR. THOMAS W. BECHTLER TO THE ISSUER YES FOR N/A
BOARD OF DIRECTORS FOR A TERM OF 3 YEARS AS STIPULATED
IN THE ARTICLES OF ASSOCIATION
PROPOSAL #5.1.3: RE-ELECT MR. ROBERT H. BENMOSCHE TO THE ISSUER YES FOR N/A
BOARD OF DIRECTORS FOR A TERM OF 3 YEARS AS STIPULATED
IN THE ARTICLES OF ASSOCIATION
PROPOSAL #5.1.4: RE-ELECT MR. ERNST TANNER TO THE BOARD ISSUER YES FOR N/A
OF DIRECTORS FOR A TERM OF 3 YEARS AS STIPULATED IN THE
ARTICLES OF ASSOCIATION
PROPOSAL #5.1.5: ELECT MR. JEAN LANIER TO THE BOARD OF ISSUER YES FOR N/A
DIRECTORS FOR A TERM OF 3 YEARS AS STIPULATED IN
ARTICLES OF ASSOCIATION
PROPOSAL #5.1.6: ELECT MR. ANTON VAN ROSSUM TO THE BOARD ISSUER YES FOR N/A
OF DIRECTORS FOR A TERM OF 3 YEARS AS STIPULATED IN
ARTICLES OF ASSOCIATION
PROPOSAL #6.: APPROVE THAT THE AUTHORIZED CAPITAL, WHICH ISSUER YES FOR N/A
EXPIRES LIMITED UNTIL 25 APR 2005 BE RENEWED AND
EXTENDED AT THE SAME LEVEL UNTIL 29 APR 2007; AND AMEND
ARTICLE 27 PARAGRAPH 1 OF THE ARTICLES OF ASSOCIATION
PURSUANT TO SECTION AS SPECIFIED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAITO TRUST CONSTRUCTION CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND 37 YEN
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DANSKE BANK AS
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/15/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.: ADOPT THE ANNUAL REPORT; GRANT DISCHARGE ISSUER NO N/A N/A
TO THE BOARD OF DIRECTORS AND EXECUTIVE BOARD FROM THEIR
OBLIGATIONS AND APPROVE THE ALLOCATION OF PROFITS OR
FOR THE COVER OF LOSSES ACCORDING TO THE ADOPTED ANNUAL
REPORT AND TO PAY A DIVIDEND OF DKK 7.85 FOR EACH SHARE
OF DKK 10
PROPOSAL #B.1: RE-ELECT MR. EIVIND KOLDING AS A MEMBER ISSUER NO N/A N/A
OF BOARD OF DIRECTORS, WHO RETIRES ACCORDING TO ARTICLE
15 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #B.2: RE-ELECT MR. NIELS CHR. NIELSEN AS A ISSUER NO N/A N/A
MEMBER OF BOARD OF DIRECTORS, WHO RETIRES ACCORDING TO
ARTICLE 15 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #C.: RE-APPOINT GRANT THORNTON AND KPMG C. ISSUER NO N/A N/A
JESPERSEN, STATSAUTORISERET REVISIONASAKTIESELSKAB AS
THE AUDITORS, WHO RETIRES ACCORDING TO ARTICLE 21 OF THE
ARTICLES OF ASSOCIATION
PROPOSAL #D.: APPROVE TO RENEW THE AUTHORIZATION ISSUER NO N/A N/A
ENABLING THE BANK TO ACQUIRE ITS OWN SHARES BY WAY OF
OWNERSHIP OR PLEDGE UP TO AN AGGREGATE NOMINAL VALUE OF
10% OF THE SHARE CAPITAL, IN ACCORDANCE WITH SECTION 48
OF THE DANISH COMPANIES ACT
PROPOSAL #E.: APPROVE TO REDUCE THE SHARE CAPITAL BY ISSUER NO N/A N/A
NOMINAL AMOUNT OF DKK 339,614,760 THROUGH CANCELLATION
OF SHARES; AND AMEND ARTICLE 4, PARAGRAPH 1 OF THE
BANK'S ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #F.: ANY OTHER BUSINESS ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DBS GROUP HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT AND AUDITED ISSUER YES FOR N/A
ACCOUNTS FOR THE YE 31 DEC 2004 AND THE AUDITORS REPORT
THEREON
PROPOSAL #2.A: DECLARE A FINAL DIVIDEND OF 22 CENTS PER ISSUER YES FOR N/A
ORDINARY SHARE, LESS INCOME TAX, FOR THE YE 31 DEC 2004
PROPOSAL #2.B: DECLARE A FINAL DIVIDEND OF 12 CENTS PER ISSUER YES FOR N/A
NON-VOTING CONVERTIBLE PREFERENCE SHARE, LESS INCOME
TAX, FOR THE YE 31 DEC 2004
PROPOSAL #2.C: DECLARE A FINAL DIVIDEND OF 12 CENTS PER ISSUER YES FOR N/A
NON-VOTING REDEEMABLE CONVERTIBLE PREFERENCE SHARE, LESS
INCOME TAX, FOR THE YE 31 DEC 2004
PROPOSAL #3.: APPROVE TO SANCTION THE AMOUNT OF SGD ISSUER YES FOR N/A
976,689 AS THE DIRECTORS FEES FOR 2004
PROPOSAL #4.: APPOINT MESSRS. ERNST & YOUNG AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
PROPOSAL #5.A.1: ACKNOWLEDGE THE RETIREMENT OF MR. ISSUER YES FOR N/A
JACKSON TAI, MR. BERNARD CHEN, MR. FOCK SIEW WAH, MS.
GAIL D. FOSIER, MR. C.Y. LEUNG, MR. PETER ONG AND MR.
JOHN ROSS AS THE DIRECTORS AND THAT MR. BERNARD CHEN,
MR. FOCK SIEW WAH AND MS. GAIL D. FOSLER ARE NOT
OFFERING THEMSELVES FOR RE-ELECTION
PROPOSAL #5.B.1: RE-ELECT MR. ANG KONG HUA AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES UNDER ARTICLE 101 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.B.2: RE-ELECT MR. GOH GEOK LING AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES UNDER ARTICLE 101 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.B.3: RE-ELECT MR. WONG NGIT LIONG AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES UNDER ARTICLE 101 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.C: ACKNOWLEDGE THE RETIREMENT OF MR. THEAN ISSUER YES FOR N/A
LIP PING AS A DIRECTOR UNDER SECTION 153(6) OF THE
COMPANIES ACT, CHAPTER 5
PROPOSAL #5A2.1: RE-ELECT MR. JACKSON TAI AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES UNDER ARTICLE 96 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #5A2.2: RE-ELECT MR. CY LEUNG AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES UNDER ARTICLE 96 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #5A2.3: RE-ELECT MR. PETER ONG AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES UNDER ARTICLE 96 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #5A2.4: RE-ELECT MR. JOHN ROSS AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES UNDER ARTICLE 96 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #6.A: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER YES FOR N/A
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 THAT THE AGGREGATE
NUMBER OF NEW DBSH ORDINARY SHARES TO BE ISSUED PURSUANT
TO THE DBSH SHARE OPTION PLAN AND THE DBSH PERFORMANCE
SHARE PLAN SHALL NOT EXCEED 7.5% OF THE ISSUED SHARE
CAPITAL OF THE COMPANY FROM TIME TO TIME
PROPOSAL #6.B: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER YES FOR N/A
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 THAT THE AGGREGATE NUMBER OF NEW
DBSH ORDINARY SHARES TO BE ISSUED PURSUANT TO THE DBSH
PERFORMANCE SHARE PLAN AND THE DBSH SHARE OPTION PLAN
SHALL NOT EXCEED 7.5% OF THE ISSUED SHARE CAPITAL OF THE
COMPANY FROM TIME TO TIME
PROPOSAL #6.C: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES FOR N/A
TO: A) I) ISSUE SHARES IN THE CAPITAL OF THE COMPANY
SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE;
AND/OR II) MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS
COLLECTIVELY, INSTRUMENTS THAT MIGHT OR WOULD REQUIRE
SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE
CREATION AND ISSUE OF AS WELL AS ADJUSTMENTS TO
WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE
INTO SHARES; AT ANY TIME AND UPON SUCH TERMS AND
CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS
THE DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT;
AND B) ISSUE SHARES IN PURSUANCE OF ANY INSTRUMENT MADE
OR GRANTED BY THE DIRECTORS WHILE THIS RESOLUTION WAS
IN FORCE, PROVIDED THAT: 1) THE AGGREGATE NUMBER OF
SHARES TO BE ISSUED PURSUANT TO THIS RESOLUTION
INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF
INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION
DOES NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL OF THE
COMPANY AS CALCULATED IN ACCORDANCE WITH PARAGRAPH 2) ,
OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
OTHER THAN ON A PRO RATA BASIS TO SHAREHOLDERS OF THE
COMPANY INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF
INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION
DOES NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE
COMPANY AS CALCULATED IN ACCORDANCE WITH PARAGRAPH 2) ;
2) SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE
PRESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES TRADING
LIMITED SGX-ST FOR THE PURPOSE OF DETERMINING THE
AGGREGATE NUMBER OF SHARES THAT MAY BE ISSUED UNDER
PARAGRAPH 1), THE PERCENTAGE OF ISSUED SHARE CAPITAL
SHALL BE BASED ON THE ISSUED SHARE CAPITAL OF THE
COMPANY AT THE TIME THIS RESOLUTION IS PASSED, AFTER
ADJUSTING FOR: I) NEW SHARES ARISING FROM THE CONVERSION
OR EXERCISE OF ANY CONVERTIBLE SECURITIES OR SHARE
OPTIONS OR VESTING OF SHARE AWARDS WHICH ARE OUTSTANDING
OR SUBSISTING AT THE TIME THIS RESOLUTION IS PASSED;
AND II) ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF
SHARES; 3) IN EXERCISING THE AUTHORITY CONFERRED BY THIS
RESOLUTION, THE COMPANY SHALL COMPLY WITH THE
PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST FOR THE
TIME BEING IN FORCE UNLESS SUCH COMPLIANCE HAS BEEN
WAIVED BY THE SGX-ST AND THE ARTICLES OF ASSOCIATION
FOR THE TIME BEING OF THE COMPANY; AUTHORITY EXPIRES AT
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR THE DATE BY WHICH THE NEXT AGM OF THE COMPANY
IS REQUIRED BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DBS GROUP HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORIZE THE DIRECTORS OF DBSH, FOR THE ISSUER YES FOR N/A
PURPOSES OF SECTIONS 76C AND 76E OF THE COMPANIES ACT,
CHAPTER 50 THE COMPANIES ACT , TO PURCHASE OR
OTHERWISE ACQUIRE ISSUED ORDINARY SHARES OF SGD 1.00
EACH FULLY PAID IN THE CAPITAL OF DBSH ORDINARY SHARES
NOT EXCEEDING IN AGGREGATE THE MAXIMUM PERCENTAGE AS
SPECIFIED , AT SUCH PRICE OR PRICES AS MAY BE
DETERMINED BY THE DIRECTORS FROM TIME TO TIME UP TO THE
MAXIMUM PRICE AS SPECIFIED , WHETHER BY WAY OF: I)
MARKET PURCHASE'S ON THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITED SGX-ST TRANSACTED THROUGH THE
CENTRAL LIMIT ORDER BOOK TRADING SYSTEM AND/OR ANY OTHER
SECURITIES EXCHANGE ON WHICH THE ORDINARY SHARES MAY
FOR THE TIME BEING BE LISTED AND QUOTED OTHER EXCHANGE
; AND/OR II) OFF-MARKET PURCHASE'S IF EFFECTED
OTHERWISE THAN ON THE SGX-ST OR, AS THE CASE MAY BE,
OTHER EXCHANGE IN ACCORDANCE WITH ANY EQUAL ACCESS
SCHEME'S AS MAY BE DETERMINED OR FORMULATED BY THE
DIRECTORS AS THEY CONSIDER FIT, WHICH SCHEME'S SHALL
SATISFY ALL THE CONDITIONS PRESCRIBED BY THE COMPANIES
ACT, AND OTHERWISE IN ACCORDANCE WITH ALL OTHER LAWS AND
REGULATIONS AND RULES OF THE SGX-ST OR, AS THE CASE MAY
BE, OTHER EXCHANGE AS MAY FOR THE TIME BEING BE
APPLICABLE (THE SHARE PURCHASE MANDATE ; AUTHORITY
EXPIRES EARLIER AT THE CONCLUSION OF THE NEXT AGM OF
DBSH OR TO BE HELD BY LAW ; AND AUTHORIZE THE DIRECTORS
OF THE COMPANY AND/OR ANY OF THEM TO COMPLETE AND DO ALL
SUCH ACTS AND THINGS INCLUDING EXECUTING SUCH
DOCUMENTS AS MAY BE REQUIRED AS THEY AND/OR HE MAY
CONSIDER EXPEDIENT OR NECESSARY TO GIVE EFFECT TO THE
TRANSACTIONS CONTEMPLATED AND/OR AUTHORIZED BY THIS
RESOLUTION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DENWAY MOTORS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE AND RATIFY A) THE ENTERING INTO OF ISSUER YES FOR N/A
THE CONDITIONAL SALE AND PURCHASE AGREEMENT DATED 03
JAN 2005 ACQUISITION AGREEMENT , MADE BETWEEN CITY
ACHIEVE INVESTMENTS LIMITED CITY ACHIEVE AND THE
COMPANY, WHEREBY THE COMPANY HAS CONDITIONALLY AGREED TO
ACQUIRE AND TAKE AN ASSIGNMENT OF, AND CITY ACHIEVE HAS
CONDITIONALLY AGREED TO DISPOSE OF, THE 1 SHARE OF USD
1.00 IN THE ISSUED SHARE CAPITAL OF SMARTSTATE
INVESTMENTS LIMITED SMARTSTATE WHICH IS LEGALLY AND
BENEFICIALLY OWNED BY CITY ACHIEVE, REPRESENTING 100% OF
THE ISSUED SHARE CAPITAL OF SMARTSTATE AND THE AMOUNT
OF HKD 56,272,916.95 OUTSTANDING, REPAYABLE UPON DEMAND
AND OWING BY SMARTSTATE TO CITY ACHIEVE AS AT THE DATE
OF THE ACQUISITION AGREEMENT AND AT COMPLETION OF THE
ACQUISITION AGREEMENT COMPLETION IN RESPECT OF AN
INTEREST-FREE LOAN MADE AVAILABLE BY CITY ACHIEVE TO
SMARTSTATE SHAREHOLDER'S LOAN , FOR A TOTAL
CONSIDERATION OF APPROXIMATELY HKD 996,215,000 AND WILL
BE SATISFIED AS TO HKD 789,353,600 IN CASH, AND AS TO
THE BALANCE THEREOF BY THE ALLOTMENT AND ISSUE OF
CONSIDERATION SHARES OF 73,800,000 NEW SHARES OF THE
COMPANY AT THE ISSUE PRICE OF HKD 2.803 TO CITY ACHIEVE
OR SUCH OTHER PERSON(S) AS SHALL BE DIRECTED BY CITY
ACHIEVE IN WRITING CONSIDERATION SHARES ; AND B)
AUTHORIZE ANY ONE DIRECTOR OF THE COMPANY OR ANY ONE
PERSON AS MAY BE AUTHORIZED BY THE BOARD OF DIRECTORS OF
THE COMPANY BOARD TO DO SUCH ACTS OR EXECUTE SUCH
OTHER DOCUMENTS UNDER HAND OR, IN CASE OF EXECUTION OF
DOCUMENTS UNDER SEAL, TO DO SO JOINTLY WITH EITHER THE
SECRETARY OR A SECOND DIRECTOR OF THE COMPANY OR A
PERSON APPOINTED BY THE BOARD WHICH IN HIS OR THEIR
OPINION MAY BE NECESSARY TO GIVE EFFECT TO THE
TRANSACTIONS CONTEMPLATED UNDER THE ACQUISITION
AGREEMENT, INCLUDING WITHOUT LIMITATION, THE ENTERING
INTO OF THE ASSIGNMENT OF THE SHAREHOLDER'S LOAN BETWEEN
THE COMPANY, CITY ACHIEVE AND SMARTSTATE AT COMPLETION
AND THE ALLOTMENT AND ISSUE OF THE CONSIDERATION SHARES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DENWAY MOTORS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/30/2005 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 2004
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.I: RE-ELECT THE MR. ZHANG BAOQING AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.II: RE-ELECT THE MR. LEE KA LUN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.III: RE-ELECT THE MR. CHEUNG DOI SHU AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.IV: RE-ELECT THE MR. FUNG KA PUN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.V: AUTHORIZE THE BOARD TO FIX THEIR ISSUER YES FOR N/A
REMUNERATION
PROPOSAL #4.: RE-APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
BOARD TO FIX THEIR REMUNERATION
PROPOSAL #5.: 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 #6.: 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 AND 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 #7.: APPROVE, CONDITIONAL UPON THE PASSING OF ISSUER YES FOR N/A
RESOLUTIONS 5 AND 6, 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 6, BY AN AMOUNT REPRESENTING THE
AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE
COMPANY REPURCHASED BY THE COMPANY PURSUANT TO
RESOLUTION 5, 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.8: AMEND THE ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR N/A
COMPANY BY DELETING THE EXISTING ARTICLE 101 AND
REPLACING IT WITH NEW ARTICLE 101
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEPFA HOLDINGS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER YES FOR N/A
ANNUAL REPORT FOR THE 2004 FY
PROPOSAL #2.: APPROVE THE PAYMENT OF A FINAL DIVIDEND ON ISSUER YES FOR N/A
THE ORDINARY SHARES
PROPOSAL #3.: ELECT THE BOARD OF DIRECTORS ISSUER YES FOR N/A
PROPOSAL #4.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
DETERMINE THE REMUNERATION FOR THE AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEUTSCHE BANK AG, FRANKFURT AM MAIN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/18/2005 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 2004 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 924,552,218.20 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1.70 PER ENTITLED NO-PAR
SHARE; THE DIVIDEND ON COMPANY SHARES HELD BY THE
COMPANY SHALL BE CARRIED FORWARD; EX-DIVIDEND AND
PAYABLE DATE 19 MAY 2005
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 DEUTSCHE TREUHAND ISSUER NO N/A N/A
GUSELLSCHAFT AG, FRANKFURT AS THE AUDITORS FOR THE FY
2005
PROPOSAL #6.: AUTHORIZE THE COMPANY TO ACQUIRE AND SELL ISSUER NO N/A N/A
OWN SHARES, AT A PRICES NOT DIFFERING MORE THAN 10% FROM
THE MARKET PRICE OF THE SHARES, ON OR BEFORE 31 OCT
2006; THE TRADING PORTFOLIO SHARES ACQUIRED FOR SUCH
PURPOSE SHALL NOT EXCEED 5% OF THE SHARE CAPITAL OF THE
END OF EACH DAY
PROPOSAL #7.: AUTHORIZE THE COMPANY TO ACQUIRE OWN ISSUER NO N/A N/A
SHARES OF UP TO 10% OF ITS CURRENT SHARE CAPITAL THROUGH
THE STOCK EXCHANGE AT PRICES NEITHER MORE THAN 10%
ABOVE NOR MORE THAN 20% BELOW, THE MARKET PRICE OF THE
SHARES OR BY WAY OF A REPURCHASE OFFER AT PRICES NEITHER
MORE THAN 10% BELOW NOR MORE THAN 15% ABOVE, THE MARKET
PRICE OF SHARES ON OR BEFORE 31 OCT 2006; AND AUTHORIZE
THE BOARD OF DIRECTORS TO DISPOSE OF THE SHARES IN A
MANNER OTHER THAN THE STOCK EXCHANGE OR A RIGHTS
OFFERING INSOFAR AS THE SHARES ARE USED FOR ACQUISITION
PURPOSES; IF THE SHARES ARE OFFERED TO THE SHAREHOLDERS
BY WAY OF RIGHTS OFFERING, SHARES SHALL ALSO BE OFFERED
TO HOLDERS WARRANTS, CONVERTIBLE BONDS, AND
PARTICIPATION CERTIFICATES WITH CONVERSATION RIGHTS; THE
SHARES MAY ALSO BE USED FOR THE ISSUE OF EMPLOYEE
SHARES OR WITH IN THE SCOPE OF EXISTING STOCK OPTION
PLANS SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE OR RETIRED
PROPOSAL #8.1: ELECT DR. KARL-GERHARD EICK AS AN OFFICER ISSUER NO N/A N/A
FOR THE SUPERVISORY BOARD
PROPOSAL #8.2: ELECT PROF. DR. PAUL KIRCHHOF AS AN ISSUER NO N/A N/A
OFFICER FOR THE SUPERVISORY BOARD
PROPOSAL #8.3: ELECT DR. JUR. DR.-ING. E.H. HEINRICH VON ISSUER NO N/A N/A
PIERER AS AN OFFICER FOR THE SUPERVISORY BOARD
PROPOSAL #8.4: ELECT MR. DIETER BERG AS AN OFFICER FOR ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #8.5: ELECT MR LUTZ WITTIG AS AN OFFICER FOR ISSUER NO N/A N/A
THE SUPERVISORY BOARD
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
ANNUAL REPORT FOR THE 2004 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 1,549,010,497.05 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 2.35 PER NO-PAR SHARE EX-
DIVIDEND AND PAYABLE DATE: 28 APR 2005
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 COMPANY'S SHARE CAPITAL BY UP TO EUR 540,000,000
THROUGH THE ISSUE OF NEW BEARER NO-PAR SHARES AGAINST
PAYMENT IN CASH AND/OR KIND, ON OR BEFORE 27 APR 2010;
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS FOR A
CAPITAL INCREASE AGAINST PAYMENT IN CASH; SHAREHOLDERS
SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR RESIDUAL
AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS TO BOND
HOLDERS, FOR A CAPITAL INCREASE OF UP TO 10% OF THE
SHARE CAPITAL IF THE NEW SHARES ARE ISSUED AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE, AND FOR THE
ISSUE OF SHARES TO EMPLOYEES OF THE COMPANY AND ITS
AFFILIATES, OR AGAINST PAYMENT IN KIND; AND AMEND THE
CORRESPONDING ARTICLES OF ASSOCIATION
PROPOSAL #6.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS: ISSUER NO N/A N/A
TO ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF ITS
SHARE CAPITAL, ON OR BEFORE 27 OCT 2006; THE SHARES MAY
BE ACQUIRED THROUGH THE STOCK EXCHANGE AT A PRICE
NEITHER MORE THAN 10% ABOVE NOR MORE THAN 20% BELOW THE
MARKET PRICE OF THE SHARES, BY WAY OF A PUBLIC
REPURCHASE OFFER TO ALL SHAREHOLDERS OR BY MEANS OF A
PUBLIC OFFER FOR THE EXCHANGE OF LIQUID SHARES WHICH ARE
ADMITTED TO TRADING ON AN ORGANIZED MARKET AT A PRICE
NOT DIFFERING MORE THAN 20% FROM THE MARKET PRICE OF THE
SHARES, AND BY USING DERIVATIVES IN THE FORM OF CALL OR
PUT OPTIONS IF THE EXERCISE PRICE IS NEITHER MORE THAN
10% ABOVE NOR MORE THAN 20% BELOW THE MARKET PRICE OF
THE SHARES; 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 COMPANY'S AND ITS AFFILIATES EMPLOYEES;
THE SHARES MAY ALSO BE RETIRED
PROPOSAL #7.: APPROVE THE CONTROL AND PROFIT TRANSFER ISSUER NO N/A N/A
AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED E.ON
FINANZANLAGEN GMBH, EFFECTIVE RETROACTIVELY FROM 02 FEB
2005, UNTIL AT LEAST 31 DEC 2010
PROPOSAL #8.: APPROVE THAT, FROM THE 2005 FY, THE ISSUER NO N/A N/A
MEMBERS OF THE SUPERVISORY BOARD SHALL RECEIVE A FIXED
ANNUAL REMUNERATION OF EUR 55,000, A VARIABLE
REMUNERATION OF EUR 115 FOR EVERY EUR 0.01 OF THE
DIVIDEND PAYMENT PER SHARE IN EXCESS OF EUR 0.10, AND AN
ADDITIONAL VARIABLE REMUNERATION OF EUR 70 FOR EVERY
EUR 0.01 OF THE EARNINGS PER SHARE IN EXCESS OF EUR
2.30; AND AMEND THE CORRESPONDING ARTICLES OF ASSOCIATION
PROPOSAL #9.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
CONNECTION WITH THE LAW ON CORPORATE INTEGRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS OF
SHAREHOLDERS MEETINGS UMAG , AS FOLLOWS: SECTION 15,
REGARDING SHAREHOLDERS MEETINGS BEING CONVENED NO LATER
THAN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS ARE
REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS
MEETING; SECTION 18, REGARDING SHAREHOLDERS INTENDING TO
ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED TO
REGISTER AT LEAST 7 DAYS PRIOR TO THE SHAREHOLDERS
MEETING AND TO PROVIDE A PROOF IN GERMAN OR ENGLISH OF
THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS MEETING OR
TO EXERCISE THEIR VOTING RIGHTS
PROPOSAL #10.: APPOINT PWC DEUTSCHE REVISION AG AS THE ISSUER NO N/A N/A
AUDITORS FOR THE FY 2005
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENCANA CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. MICHAEL N. CHERNOFF AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.2: ELECT MR. RALPH S. CUNNINGHAM AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.3: ELECT MR. PATRICK D. DANIEL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. IAN W. DELANEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT MR. WILLIAM R. FATT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT MR. MICHAEL A. GRANDIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT MR. BARRY W. HARRISON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MR. DALE A. LUCAS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: ELECT MR. KEN F. MCCREADY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. GWYN MORGAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.11: ELECT MR. VALERIE A.A. NIELSEN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.12: ELECT MR. DAVID P. O BRIEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.13: ELECT MR. JANE L. PEVERETT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.14: ELECT MR. DENNIS A. SHARP AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.15: ELECT MR. JAMES M. STANFORD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP, ISSUER YES FOR N/A
CHARTERED ACCOUNTANTS, CALGARY, ALBERTA, AS THE AUDITORS
OF THE CORPORATION UNTIL THE CLOSE OF THE NEXT ANNUAL
MEETING AND AUTHORIZE THE DIRECTORS OF THE CORPORATION
TO FIX THEIR REMUNERATION
PROPOSAL #3.: APPROVE AND RATIFY THE AMENDMENT OF THE ISSUER YES FOR N/A
CORPORATION'S KEY EMPLOYEE STOCK OPTION PLAN TO INCREASE
THE MAXIMUM FIXED NUMBER OF COMMON SHARES ISSUABLE
PURSUANT TO OPTIONS GRANTED THERE UNDER BY 10,000,000
COMMON SHARES
PROPOSAL #S.4: AMEND, PURSUANT TO SECTION 173 OF THE ISSUER YES FOR N/A
CANADA BUSINESS CORPORATIONS ACT THE ACT , THE ARTICLES
OF THE CORPORATION TO SUBDIVIDE THE ISSUED AND
OUTSTANDING COMMON SHARES ON A TWO-FOR-ONE BASIS; AND
AUTHORIZE ANY ONE OF THE DIRECTORS OR OFFICERS OF THE
CORPORATION HEREBY AUTHORIZED TO SIGN ALL SUCH
DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ARTICLES OF
AMENDMENT, AND TO DO ALL SUCH ACTS AND THINGS,
INCLUDING, WITHOUT LIMITATION, DELIVERING SUCH ARTICLES
OF AMENDMENT TO THE DIRECTOR UNDER THE ACT, AS SUCH
DIRECTOR OR OFFICER DETERMINES, IN HIS OR HER
DISCRETION, TO BE NECESSARY OR ADVISABLE IN ORDER TO
PROPERLY IMPLEMENT AND GIVE EFFECT TO THE FOREGOING; THE
DIRECTORS OF THE CORPORATION MAY, IN THEIR DISCRETION,
WITHOUT FURTHER APPROVAL OF THE SHAREHOLDERS, REVOKE
THIS SPECIAL RESOLUTION AT ANY TIME BEFORE THE ISSUE OF
A CERTIFICATE OF AMENDMENT IN RESPECT OF THE FOREGOING
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENDESA SA, MADRID
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: EXAMINATION AND APPROVAL, AS THE CASE MAY ISSUER YES FOR N/A
BE, OF THE ANNUAL ACCOUNTS (BALANCE SHEET, INCOME
STATEMENT AND ANNUAL REPORT) AND OF THE MANAGEMENT
REPORT OF THE COMPANY AND ITS CONSOLIDATED GROUP, FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2004, AS WELL AS OF
THE CORPORATE MANAGEMENT DURING SAID FISCAL YEAR. TO
APPROVE THE ANNUAL ACCOUNTS (BALANCE SHEET, INCOME
STATEMENT AND ANNUAL REPORT) OF THE COMPANY AND ITS
CONSOLIDATED GROUP FOR THE FISCAL YEAR ENDING DECEMBER
31, 2004, AS WELL AS THE CORPORATE MANAGEMENT FOR THE
SAID FISCAL YEAR.
PROPOSAL #2.: APPLICATION OF FISCAL YEAR EARNINGS AND ISSUER YES FOR N/A
DIVIDEND DISTRIBUTION. TO APPROVE THE APPLICATION OF
THE FISCAL YEAR EARNINGS AND DIVIDEND DISTRIBUTION
PROPOSED BY THE BOARD OF DIRECTORS, IN SUCH A MANNER
THAT THE PROFIT FOR FISCAL YEAR 2004, AMOUNTING TO
841,108,763.37 EUROS, TOGETHER WITH THE RETAINED
EARNINGS FROM FISCAL YEAR 2003, AMOUNTING TO
153,426,415.62 EUROS, AND WHICH ADD UP TO A TOTAL OF
994,535,178.99 EUROS, IS DISTRIBUTED AS FOLLOWS: - TO
DIVIDEND (MAXIMUM AMOUNT TO BE DISTRIBUTED PERTAINING TO
0.7382 EUROS/SHARE FOR ALL 1,058,752,117 SHARES)
781,570,812.77 EUROS - TO RETAINED EARNINGS
212,964,366.22 EUROS TOTAL 994,535,178.99 EUROS IT IS
EXPRESSLY RESOLVED TO PAY THE SHARES ENTITLED TO
DIVIDENDS, THE GROSS SUM OF 0.738 EUROS PER SHARE. THE
DIVIDEND PAYMENT SHALL BE MADE AS FROM JULY 1, 2005,
THROUGH THE BANKS AND FINANCIAL INSTITUTIONS TO BE
ANNOUNCED AT THE APPROPRIATE TIME, DEDUCTING FROM THE
AMOUNT THEREOF THE GROSS SUM OF 0.272 EUROS PER SHARE,
PAID AS AN INTERIM DIVIDEND ON JANUARY 3, 2005 BY VIRTUE
OF A RESOLUTION OF THE BOARD OF DIRECTORS DATED OCTOBER
26, 2004.
PROPOSAL #3.: APPOINTMENT OF AUDITORS FOR THE COMPANY ISSUER YES FOR N/A
AND ITS CONSOLIDATED GROUP. TO APPOINT AS AUDITORS FOR
FISCAL YEAR 2005 THE PRESENT EXTERNAL AUDITOR DELOITTE
S.L., FOR BOTH ENDESA, S.A. AS WELL AS FOR ITS
CONSOLIDATED GROUP. TO CONTRACT WITH THE SAID COMPANY
THE EXTERNAL AUDIT OF THE ACCOUNTS OF ENDESA, S.A. AND
OF ITS CONSOLIDATED GROUP, FOR FISCAL YEAR 2005,
DELEGATING TO THE BOARD OF DIRECTORS, IN THE BROADEST
TERMS, THE DETERMINATION OF THE FURTHER CONDITIONS OF
THIS CONTRACTING.
PROPOSAL #4.: AUTHORIZATION FOR THE COMPANY AND ITS ISSUER YES FOR N/A
SUBSIDIARIES TO BE ABLE TO ACQUIRE TREASURY STOCK IN
ACCORDANCE WITH THE PROVISIONS OF ARTICLE 75 AND
ADDITIONAL PROVISION ONE OF THE SPANISH CORPORATIONS LAW
( LEY DE SOCIEDADES ANONIMAS ). TO REVOKE AND MAKE
VOID, AS TO THE UNUSED PORTION, THE AUTHORIZATION FOR
THE DERIVATIVE ACQUISITION OF TREASURY STOCK, GRANTED BY
THE ANNUAL GENERAL SHAREHOLDERS MEETING HELD ON APRIL
2, 2004. TO ONCE AGAIN AUTHORIZE THE DERIVATIVE
ACQUISITION OF TREASURY STOCK, AS WELL AS THE PRE-
EMPTIVE RIGHTS OF FIRST REFUSAL IN RESPECT THERETO, IN
ACCORDANCE WITH ARTICLE 75 OF THE SPANISH CORPORATIONS
LAW ( LEY DE SOCIEDADES ANONIMAS ), UNDER THE FOLLOWING
CONDITIONS: A) ACQUISITIONS MAY BE MADE THROUGH ANY
MEANS LEGALLY ACCEPTED, EITHER DIRECTLY BY ENDESA, S.A.
ITSELF, BY THE COMPANIES OF ITS GROUP, OR BY AN
INTERMEDIARY PERSON, UP TO THE MAXIMUM FIGURE PERMITTED
BY LAW. B) ACQUISITIONS SHALL BE MADE AT A MINIMUM PRICE
PER SHARE OF THE PAR VALUE AND A MAXIMUM EQUAL TO THEIR
TRADING VALUE PLUS AN ADDITIONAL 5%. C) THE DURATION OF
THIS AUTHORIZATION SHALL BE 18 MONTHS.
PROPOSAL #5.: DELEGATION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
THE AUTHORITY TO RESOLVE A SHARE CAPITAL INCREASE, UP TO
THE MAXIMUM PROVIDED BY LAW, WITH THE POSSIBILITY OF
EXCLUDING THE PRE-EMPTIVE RIGHT OF FIRST REFUSAL. TO
EMPOWER THE BOARD OF DIRECTORS, AS AMPLY AS IS LEGALLY
NECESSARY IN ORDER THAT, IN ACCORDANCE WITH THE
PROVISIONS OF ARTICLE 153.1.B) OF THE SPANISH
CORPORATIONS LAW ( LEY DE SOCIEDADES ANONIMAS ), IT MAY
INCREASE THE SHARE CAPITAL, IN ONE OR MORE TIMES, AND AT
ANY TIME PRIOR TO FIVE YEARS FROM THE DATE OF THIS
GENERAL MEETING LAPSING, IN THE MAXIMUM AMOUNT OF
635,251,270.20 EUROS, EQUIVALENT TO 50% OF THE FIGURE OF
SHARE CAPITAL AS AT THE DATE HEREOF, THROUGH THE
ISSUANCE OF NEW SHARES - VOTING OR NON-VOTING, CALLABLE
OR NON-CALLABLE - THE CONSIDERATION FOR THE NEW SHARES
TO BE ISSUED CONSISTING OF MONETARY CONTRIBUTIONS, WITH
THE POWER TO SET THE TERMS AND CONDITIONS OF THE CAPITAL
INCREASE AND THE CHARACTERISTICS OF THE SHARES - WITHIN
THE LIMITS APPLICABLE BY LAW AND BY THE BYLAWS - AS
WELL AS TO FREELY OFFER THE NEW UNSUBSCRIBED SHARES
WITHIN A PERIOD OR PERIODS OF PREFERRED SUBSCRIPTION,
AND TO ESTABLISH THAT, IN CASE OF INCOMPLETE
SUBSCRIPTION, THE CAPITAL WILL BE INCREASED ONLY BY THE
AMOUNT OF SUBSCRIPTIONS MADE. FURTHERMORE, THE BOARD OF
DIRECTORS IS EMPOWERED TO EXCLUDE THE PRE-EMPTIVE RIGHT
OF FIRST REFUSAL IN THE TERMS OF ARTICLE 159 OF THE
SPANISH CORPORATIONS LAW ( LEY DE SOCIEDADES ANONIMAS )
AND TO APPLY FOR ADMISSION TO TRADING OF THE NEW SHARES
TO BE ISSUED ON THE STOCK EXCHANGES.
PROPOSAL #6.: DELEGATION TO THE BOARD OF DIRECTORS FOR A ISSUER YES FOR N/A
PERIOD OF FIVE YEARS OF THE AUTHORITY TO ISSUE SIMPLE,
NON-CONVERTIBLE BONDS, PREFERENCE SHARES, PROMISSORY
NOTES AND OTHER FIXED INCOME SECURITIES OF AN ANALOGOUS
NATURE AND TO GUARANTEE THOSE ISSUED BY SUBSIDIARY
COMPANIES, AS WELL AS TO RESOLVE THE APPLICATION FOR
ADMISSION TO TRADING OF THE SECURITIES ISSUED ON
SECONDARY MARKETS. TO DELEGATE TO THE BOARD OF
DIRECTORS, IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE
319 OF THE MERCANTILE REGISTRY REGULATIONS AND THE
GENERAL SCHEME FOR BOND ISSUES, AND WITH EXPRESS POWERS
OF SUBSTITUTION IN THE EXECUTIVE COMMITTEE, THE
AUTHORITY TO ISSUE SECURITIES IN ACCORDANCE WITH THE
FOLLOWING CONDITIONS: 1. THE SECURITIES ISSUED MAY BE
SIMPLE, NON-CONVERTIBLE BONDS, PREFERENCE SHARES,
PROMISSORY NOTES AND OTHER FIXED INCOME SECURITIES. 2.
THE ISSUANCE THEREOF MAY BE CARRIED OUT ON ONE OR MORE
OCCASIONS WITHIN THE MAXIMUM PERIOD OF FIVE (5) YEARS
FROM THE DATE OF ADOPTION OF THIS RESOLUTION. 3. THE
DELEGATION TO ISSUE THE AFOREMENTIONED SECURITIES SHALL
EXTEND TO SETTING THE VARIOUS ASPECTS AND CONDITIONS OF
EACH ISSUE (FACE OR PAR VALUE, TYPE OF ISSUE, REDEMPTION
PRICE, INTEREST RATE, REDEMPTION, ISSUE GUARANTEES,
ADMISSION TO TRADING, ETC.). THE DELEGATION TO ISSUE
SECURITIES GRANTED BY THE ANNUAL GENERAL SHAREHOLDERS
MEETING OF MAY 10, 2002 IS HERETOFORE MADE NULL AND
VOID. TO APPLY FOR ADMISSION TO TRADING ON OFFICIAL OR
UNOFFICIAL SECONDARY MARKETS, WHETHER OR NOT ORGANIZED,
WHETHER DOMESTIC OR FOREIGN, OF THE BONDS OR OTHER
SECURITIES TO BE ISSUED BY ENDESA S.A. BY VIRTUE OF THIS
DELEGATION, EMPOWERING THE BOARD, WITH EXPRESS
AUTHORIZATION FOR SUBSTITUTION IN FAVOR OF THE EXECUTIVE
COMMITTEE, TO CARRY OUT THE NECESSARY FORMALITIES AND
ACTIONS FOR THE ADMISSION TO TRADING BEFORE THE
COMPETENT BODIES OF THE VARIOUS DOMESTIC OR FOREIGN
SECURITIES MARKETS. TO AUTHORIZE THE BOARD OF DIRECTORS,
WITH EXPRESS AUTHORIZATION FOR SUBSTITUTION IN FAVOR OF
THE EXECUTIVE COMMITTEE, TO GRANT GUARANTEES ON THE
ABOVE SECURITIES ISSUES, CARRIED OUT BY COMPANIES
BELONGING TO THE COMPANY'S CONSOLIDATION GROUP. FOR THE
PURPOSE OF THE PROVISIONS OF ARTICLE 27 OF THE
SECURITIES EXCHANGE REGULATIONS, IT IS HEREBY EXPRESSLY
STATED FOR THE RECORD THAT, IN THE EVENT THAT THE
DELISTING OF THE SECURITIES ISSUED BY VIRTUE OF THIS
DELEGATION IS SUBSEQUENTLY APPLIED FOR, THE LATTER SHALL
BE ADOPTED WITH THE SAME FORMALITIES AS REFERRED TO IN
THE SAID ARTICLE AND, IN SUCH CASE, THE INTEREST OF THE
SHAREHOLDERS OR BONDHOLDERS WHO OBJECT TO OR DO NOT VOTE
FOR THE RESOLUTION SHALL BE GUARANTEED, COMPLYING WITH
THE REQUISITES ESTABLISHED BY THE SPANISH CORPORATIONS
LAW ( LEY DE SOCIEDADES ANONIMAS ) AND ANCILLARY
PROVISIONS, ALL OF WHICH IN ACCORDANCE WITH THE
PROVISIONS OF THE SAID SECURITIES EXCHANGE REGULATIONS,
THE SECURITIES MARKET ACT AND PROVISIONS IMPLEMENTING
SAME.
PROPOSAL #7.: RE-ELECTION OF DIRECTORS. NOTE: THE ISSUER YES FOR N/A
PROPOSAL FOR RE-ELECTION OF DIRECTORS SHALL BE ADOPTED
BY THE BOARD OF DIRECTORS, SUBJECT TO A REPORT BY THE
APPOINTMENTS AND REMUNERATION COMMITTEE, PRIOR TO
HOLDING THE GENERAL MEETING.
PROPOSAL #8.: APPOINTMENT OF DIRECTORS NOTE: THE ISSUER YES FOR N/A
PROPOSAL FOR APPOINTMENT OF DIRECTORS SHALL BE ADOPTED
BY THE BOARD OF DIRECTORS, SUBJECT TO A REPORT BY THE
APPOINTMENTS AND REMUNERATION COMMITTEE PRIOR TO HOLDING
THE GENERAL MEETING.
PROPOSAL #9.: AUTHORIZATION TO THE BOARD OF DIRECTORS ISSUER YES FOR N/A
FOR THE EXECUTION, IMPLEMENTATION AND CORRECTION, AS THE
CASE MAY BE, OF THE RESOLUTIONS ADOPTED BY THE GENERAL
MEETING, AS WELL AS TO SUBSTITUTE THE AUTHORITIES IT
RECEIVES FROM THE GENERAL MEETING, AND GRANTING OF
AUTHORITIES FOR PROCESSING THE SAID RESOLUTIONS AS A
PUBLIC INSTRUMENT. 1. TO DELEGATE TO THE COMPANY'S
BOARD OF DIRECTORS THE BROADEST AUTHORITIES TO ADOPT
SUCH RESOLUTIONS AS MAY BE NECESSARY OR APPROPRIATE FOR
THE EXECUTION, IMPLEMENTATION, EFFECTIVENESS AND
SUCCESSFUL CONCLUSION OF THE GENERAL MEETING RESOLUTIONS
AND, IN PARTICULAR, FOR THE FOLLOWING ACTS, WITHOUT
LIMITATION: (I) CLARIFY, SPECIFY AND COMPLETE THE
RESOLUTIONS OF THIS GENERAL MEETING AND RESOLVE SUCH
DOUBTS OR ASPECTS AS ARE PRESENTED, REMEDYING AND
COMPLETING SUCH DEFECTS OR OMISSIONS AS MAY PREVENT OR
IMPAIR THE EFFECTIVENESS OR REGISTRATION OF THE
PERTINENT RESOLUTIONS; (II) EXECUTE SUCH PUBLIC AND/OR
PRIVATE DOCUMENTS AND CARRY OUT SUCH ACTS, LEGAL
BUSINESSES, CONTRACTS, DECLARATIONS AND TRANSACTIONS AS
MAY BE NECESSARY OR APPROPRIATE FOR THE EXECUTION AND
IMPLEMENTATION OF THE RESOLUTIONS ADOPTED AT THIS
GENERAL MEETING; AND (III) DELEGATE, IN TURN, TO THE
EXECUTIVE COMMITTEE OR TO ONE OR MORE DIRECTORS, WHO MAY
ACT SEVERALLY AND INDISTINCTLY, THE POWERS CONFERRED IN
THE PRECEDING PARAGRAPHS. 2. TO EMPOWER THE CHAIRMAN OF
THE BOARD OF DIRECTORS, MR. MANUEL PIZARRO MORENO, THE
CHIEF EXECUTIVE OFFICER (CEO) MR. RAFAEL MIRANDA ROBREDO
AND THE SECRETARY OF THE BOARD OF DIRECTORS AND
SECRETARY GENERAL MR. SALVADOR MONTEJO VELILLA, IN ORDER
THAT, ANY OF THEM, INDISTINCTLY, MAY: (I) CARRY OUT
SUCH ACTS, LEGAL BUSINESSES, CONTRACTS AND TRANSACTIONS
AS MAY BE APPROPRIATE IN ORDER TO REGISTER THE PRECEDING
RESOLUTIONS WITH THE MERCANTILE REGISTRY, INCLUDING, IN
PARTICULAR, INTER ALIA, THE POWERS TO APPEAR BEFORE A
NOTARY PUBLIC IN ORDER TO EXECUTE THE PUBLIC DEEDS OR
NOTARIAL RECORDS WHICH ARE NECESSARY OR APPROPRIATE FOR
SUCH PURPOSE, TO PUBLISH THE PERTINENT LEGAL NOTICES AND
FORMALIZE ANY OTHER PUBLIC OR PRIVATE DOCUMENTS WHICH
MAY BE NECESSARY OR APPROPRIATE FOR THE REGISTRATION OF
SUCH RESOLUTIONS, WITH THE EXPRESS POWER TO REMEDY THEM,
WITHOUT ALTERING THEIR NATURE, SCOPE OR MEANING; AND
(II) APPEAR BEFORE THE COMPETENT ADMINISTRATIVE
AUTHORITIES, IN PARTICULAR, THE MINISTRIES OF ECONOMY
AND FINANCE AND INDUSTRY, TOURISM AND COMMERCE, AS WELL
AS BEFORE OTHER AUTHORITIES, ADMINISTRATIONS AND
INSTITUTIONS, ESPECIALLY THE SPANISH SECURITIES MARKET
COMMISSION ( COMISION NACIONAL DEL MERCADO DE VALORES ),
THE SECURITIES EXCHANGE GOVERNING COMPANIES AND ANY
OTHER WHICH MAY BE COMPETENT IN RELATION TO ANY OF THE
RESOLUTIONS ADOPTED, IN ORDER TO CARRY OUT THE NECESSARY
FORMALITIES AND ACTIONS FOR THE MOST COMPLETE
IMPLEMENTATION AND EFFECTIVENESS THEREOF.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENI SPA, ROMA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT AS OF 31 ISSUER NO N/A N/A
DEC 2004 OF ENI SPA, THE CONSOLIDATED FINANCIAL
STATEMENT AS OF 31 DEC 2004, THE REPORTS OF THE BOARD OF
DIRECTORS, OF THE BOARD OF AUDITORS AND OF THE EXTERNAL
AUDITORS
PROPOSAL #2.: APPROVE THE ALLOCATION OF EARNINGS ISSUER NO N/A N/A
PROPOSAL #3.: GRANT AUTHORITY TO BUY BACK OWN SHARES ISSUER NO N/A N/A
PROPOSAL #4.: APPROVE THE DISPOSAL OF OWN SHARES IN ISSUER NO N/A N/A
SERVICE OF A STOCK OPTION PLAN TO THE MANAGERS OF THE
GROUP
PROPOSAL #5.: APPROVE THE NUMBER OF THE MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #6.: APPROVE TO ESTABLISH THE DURATION OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #7.: APPOINT MR. ALBERTO CLO, MR. RENZO COSTI ISSUER NO N/A N/A
AND MR. MARCO REBOA PRESENTED BY FINECO ASSET MANAGEMENT
SPA SGR, ARCA SGR SPA, AUREO GESTIONI SGR SPA, BNL
GESTIONI SGR SPA, DWS INVESTMENTS ITALY SGR SPA, ERSEL
ASSET MANAGEMENT SGR SPA, RAS ASSET MANAGEMENT SGR SPA,
HERMES ADMINISTRATION SERVICES LIMITED, MEDIOLANUM
INTERNATIONAL FUNDS LIMITED, MEDIOLANUM GESTIONE FONDI
SGR SPA, MONTE PASCHI ASSET MANAGEMENT SGR SPA, NEXTRA
INVESTMENT MANAGEMENT SGR SPA, PIONEER ASSET MANAGEMENT
SA, PIONEER INVESTMENT MANAGEMENT SGR SPA, ALETTI
GESTIELLE SGR SPA, SAN PAOLO IMI ASSET MANAGEMENT SGR
SPA, HOLDING MORE THAN 1% OF STOCK CAPITAL AND APPOINT
MR.ROBERTO POLI CHAIRMAN , MR. DARIO FRUSCIO, MR.
MARCO PINTO, MARIO RESCA, MR. PAOLO SCARONI, MR.
PIERLUIGI SCIBETTA PRESENTED BY MINISTRY OF FINANCE,
HOLDING 20,31% OF STOCK CAPITAL AS A DIRECTORS
PROPOSAL #8.: APPOINT THE CHAIRMAN OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #9.: APPROVE THE REWARDS FOR THE CHAIRMAN OF ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #10.: APPOINT MR. GIORGIO SILVA, MR. RICCARDO ISSUER NO N/A N/A
PEROTTA AND MR. MASSIMO GENTILE ALTERNATIVE AUDITOR
PRESENTED BY CANDIDATES PRESENTED BY FINECO ASSET
MANAGEMENT SPA SGR, ARCA SGR SPA, AUREO GESTIONI SGR
SPA, BNL GESTIONI SGR SPA, DWS INVESTMENTS ITALY SGR
SPA, ERSEL ASSET MANAGEMENT SGR SPA, RAS ASSET
MANAGEMENT SGR SPA, HERMES ADMINISTRATION SERVICES
LIMITED, MEDIOLANUM INTERNATIONAL FUNDS LIMITED,
MEDIOLANUM GESTIONE FONDI SGR SPA, MONTE PASCHI ASSET
MANAGEMENT SGR SPA, NEXTRA INVESTMENT MANAGEMENT SGR
SPA, PIONEER ASSET MANAGEMENT SA, PIONEER INVESTMENT
MANAGEMENT SGR SPA, ALETTI GESTIELLE SGR SPA, SAN PAOLO
IMI ASSET MANAGEMENT SGR SPA, HOLDING MORE THAN 1% OF
STOCK CAPITAL AND APPOINT MR. PAOLO COLOMBO CHAIRMAN ,
MR. FILIPPO DUODO, MR. EDOARDO GRISOLIA AND MR.
FRANCESCO BILOTTI ALTERNATIVE AUDITOR PRESENTED BY THE
MINISTRY OF FINANCE, HOLDING 20,31% OF STOCK CAPITAL AS
THE INTERNAL AUDITORS
PROPOSAL #11.: APPOINT THE CHAIRMAN OF BOARD OF AUDITORS ISSUER NO N/A N/A
PROPOSAL #12.: APPROVE THE REWARDS FOR THE CHAIRMAN OF ISSUER NO N/A N/A
BOARD OF AUDITORS AND THE STATUTORY AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EPCOS AG, MUENCHEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/16/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE PRESENTATION OF THE COMPANY'S ISSUER YES FOR N/A
ANNUAL EARNINGS AND THE CONSOLIDATED EARNINGS AND THE
REPORT OF THE SUPERVISORY BOARD OF THE BUSINESS YEAR
2003/2004
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER YES FOR N/A
DISTRIBUTABLE PROFIT OF EUR 46,932,000 AS FOLLOWS: EUR
46,932,000 SHALL BE CARRIED FORWARD
PROPOSAL #3.: RATIFY THE ACTS OF THE MANAGING BOARD ISSUER YES FOR N/A
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER YES FOR N/A
PROPOSAL #5.: ELECT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT ISSUER YES ABSTAIN N/A
AG WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, BERLIN AND
FRANKFURT AM MAIN AS THE AUDITORS FOR THE YEAR 2004/2005
PROPOSAL #6.1: ELECT DR. WOLF-DIETER BOPST AS A ISSUER YES ABSTAIN N/A
SUPERVISORY BOARD MEMBER
PROPOSAL #6.2: ELECT DR. JUERGEN HERAEUS AS A ISSUER YES ABSTAIN N/A
SUPERVISORY BOARD MEMBER
PROPOSAL #6.3: ELECT PROF. DR. ANTON KATHREIN AS A ISSUER YES ABSTAIN N/A
SUPEVISORY BOARD MEMBER
PROPOSAL #6.4: ELECT MR. JOACHIN REINHART AS A ISSUER YES ABSTAIN N/A
SUPERVISORY BOARD MEMBER
PROPOSAL #6.5: ELECT MR. KLAUS ZIEGLER AS A SUPERVISORY ISSUER YES ABSTAIN N/A
BOARD MEMBER
PROPOSAL #6.6: ELECT DR. UWERNST BUFE AS A SUBSTITUTE ISSUER YES ABSTAIN N/A
MEMBER
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA,
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.1: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS ON THE RENEWAL OF ITS POWERS WITH RESPECT TO
THE AUTHORIZED CAPITAL IN THE CASE OF A PUBLIC TAKE-OVER
BID PURSUANT TO ARTICLE 604 OF THE BELGIAN COMPANY CODE
PROPOSAL #I.2: APPROVE TO RENEW THE POWERS GIVEN TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL OF THE
COMPANY AFTER IT HAS RECEIVED NOTICE OF A PUBLIC TAKE-
OVER BID RELATING TO THE COMPANY; IN SUCH A CASE THE
BOARD OF DIRECTORS IS EXPRESSLY AUTHORIZED TO LIMIT OR
REVOKE THE PREFERENTIAL RIGHT OF THE SHAREHOLDERS, EVEN
IN FAVOR OF SPECIFIC PERSONS; AUTHORITY EXPIRES AT THE
END OF 3 YEARS ; AND AMEND ARTICLE 9 A OF THE ARTICLES
OF ASSOCIATION BY REPLACING THE LAST INDENT WITH NEW
TEXT AS SPECIFIED
PROPOSAL #II.1: APPROVE I) TO RENEW THE POWERS GIVEN TO ISSUER NO N/A N/A
THE BOARD OF DIRECTORS TO ACQUIRE AND TRANSFER SHARES OF
THE COMPANY FOR A PERIOD OF 3 YEARS FROM THE DATE OF
THE PUBLICATION OF THIS AUTHORIZATION AS SPECIFIED WHEN
SUCH ACQUISITION OR TRANSFER IS NECESSARY IN ORDER TO
PREVENT SERIOUS AND IMMINENT DAMAGE TO THE COMPANY AND
II) AUTHORIZE THE DIRECT SUBSIDIARIES OF THE COMPANY,
FOR THE SAME PERIOD, TO ACQUIRE AND TRANSFER SHARES OF
THE COMPANY, AS SUCH SUBSIDIARIES ARE DEFINED BY LEGAL
PROVISIONS ON THE ACQUISITION OF SHARES OF THE PARENT
COMPANY BY ITS SUBSIDIARIES; AND AMEND ARTICLE 10 OF THE
ARTICLES OF ASSOCIATION BY REPLACING THE 2ND AND 3RD
INDENTS WITH THE NEW TEXT AS SPECIFIED
PROPOSAL #II.2: AUTHORIZE THE BOARD OF DIRECTORS I) TO ISSUER NO N/A N/A
ACQUIRE SHARES OF THE COMPANY FOR A PERIOD OF 18 MONTHS
AND II) AUTHORIZE THE SAME PERIOD DIRECT SUBSIDIARIES OF
THE COMPANY, TO ACQUIRE SHARES OF THE COMPANY, AS SUCH
SUBSIDIARIES ARE DEFINED BY THE LEGAL PROVISIONS OF THE
ACQUISITION OF SHARES OF THE PARENT COMPANY BY ITS
SUBSIDIARIES; AND AMEND ARTICLE 10 OF THE ARTICLES OF
ASSOCIATION BY REPLACING THE LAST INDENT WITH THE NEW
TEXT AS SPECIFIED
PROPOSAL #III.: AUTHORIZE THE BOARD OF DIRECTORS, WITH ISSUER NO N/A N/A
THE POWER TO SUB-DELEGATE, TO IMPLEMENT THE DECISIONS
TAKEN BY THE EGM OF SHAREHOLDERS, TO CO-ORDINATE THE
TEXT OF THE ARTICLES OF ASSOCIATION AS A RESULT OF THE
MODIFICATIONS AS SPECIFIED, AND CARRY OUT ALL NECESSARY
OR USEFUL FORMALITIES TO THAT EFFECT
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA,
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.1: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS ON THE RENEWAL OF ITS POWERS WITH RESPECT TO
THE AUTHORIZED CAPITAL IN THE CASE OF A PUBLIC TAKE-OVER
BID PURSUANT TO ARTICLE 604 OF THE BELGIAN COMPANY CODE
PROPOSAL #I.2: APPROVE TO RENEW THE POWERS GIVEN TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL OF THE
COMPANY AFTER IT HAS RECEIVED NOTICE OF A PUBLIC TAKE-
OVER BID RELATING TO THE COMPANY; IN SUCH A CASE THE
BOARD OF DIRECTORS IS EXPRESSLY AUTHORIZED TO LIMIT OR
REVOKE THE PREFERENTIAL RIGHT OF THE SHAREHOLDERS, EVEN
IN FAVOR OF SPECIFIC PERSONS; AUTHORITY EXPIRES AT THE
END OF 3 YEARS ; AND AMEND ARTICLE 9 A OF THE ARTICLES
OF ASSOCIATION BY REPLACING THE LAST INDENT WITH NEW
TEXT AS SPECIFIED
PROPOSAL #II.1: APPROVE I) TO RENEW THE POWERS GIVEN TO ISSUER NO N/A N/A
THE BOARD OF DIRECTORS TO ACQUIRE AND TRANSFER SHARES OF
THE COMPANY FOR A PERIOD OF 3 YEARS FROM THE DATE OF
THE PUBLICATION OF THIS AUTHORIZATION AS SPECIFIED WHEN
SUCH ACQUISITION OR TRANSFER IS NECESSARY IN ORDER TO
PREVENT SERIOUS AND IMMINENT DAMAGE TO THE COMPANY AND
II) AUTHORIZE THE DIRECT SUBSIDIARIES OF THE COMPANY,
FOR THE SAME PERIOD, TO ACQUIRE AND TRANSFER SHARES OF
THE COMPANY, AS SUCH SUBSIDIARIES ARE DEFINED BY LEGAL
PROVISIONS ON THE ACQUISITION OF SHARES OF THE PARENT
COMPANY BY ITS SUBSIDIARIES; AND AMEND ARTICLE 10 OF THE
ARTICLES OF ASSOCIATION BY REPLACING THE 2ND AND 3RD
INDENTS WITH THE NEW TEXT AS SPECIFIED
PROPOSAL #II.2: AUTHORIZE THE BOARD OF DIRECTORS I) TO ISSUER NO N/A N/A
ACQUIRE SHARES OF THE COMPANY FOR A PERIOD OF 18 MONTHS
AND II) AUTHORIZE THE SAME PERIOD DIRECT SUBSIDIARIES OF
THE COMPANY, TO ACQUIRE SHARES OF THE COMPANY, AS SUCH
SUBSIDIARIES ARE DEFINED BY THE LEGAL PROVISIONS OF THE
ACQUISITION OF SHARES OF THE PARENT COMPANY BY ITS
SUBSIDIARIES; AND AMEND ARTICLE 10 OF THE ARTICLES OF
ASSOCIATION BY REPLACING THE LAST INDENT WITH THE NEW
TEXT AS SPECIFIED
PROPOSAL #III.: AUTHORIZE THE BOARD OF DIRECTORS, WITH ISSUER NO N/A N/A
THE POWER TO SUB-DELEGATE, TO IMPLEMENT THE DECISIONS
TAKEN BY THE EGM OF SHAREHOLDERS, TO CO-ORDINATE THE
TEXT OF THE ARTICLES OF ASSOCIATION AS A RESULT OF THE
MODIFICATIONS AS SPECIFIED, AND CARRY OUT ALL NECESSARY
OR USEFUL FORMALITIES TO THAT EFFECT
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA,
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE MANAGEMENT REPORT OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS ON THE FYE 31 DEC 2004
PROPOSAL #2.: APPROVE THE REPORTS OF THE STATUTORY ISSUER NO N/A N/A
AUDITORS ON THE FYE 31 DEC 2004
PROPOSAL #3.: APPROVE THE CONSOLIDATED ANNUAL ACCOUNTS ISSUER NO N/A N/A
AS OF 31 DEC 2004
PROPOSAL #4.: APPROVE THE INFORMATION ON CORPORATE ISSUER NO N/A N/A
GOVERNANCE
PROPOSAL #5.: APPROVE THE ANNUAL ACCOUNTS AS OF 31 DEC ISSUER NO N/A N/A
2004 INCLUDING THE ALLOCATION OF PROFITS AND THE
DISTRIBUTION OF A GROSS DIVIDEND OF EUR 1.12 PER SHARE
PROPOSAL #6.: GRANT DISCHARGE OF LIABILITY OF PERSONS ISSUER NO N/A N/A
WHO SERVED AS DIRECTORS OF DELHAIZE GROUP SA DURING THE
FYE 31 DEC 2004
PROPOSAL #7.: GRANT DISCHARGE OF LIABILITY OF THE ISSUER NO N/A N/A
STATUTORY AUDITOR FOR THE FYE 31 DEC 2004
PROPOSAL #8.1: ACKNOWLEDGE THAT MR. LUC VANSTEENKISTE ISSUER NO N/A N/A
SATISFIES THE REQUIREMENT OF INDEPENDENCEAPPROVE THE
RESIGNATION OF MR. BARON GUI DE VAUCLEROY AS DIRECTOR AS
OF 31 DEC 2004
PROPOSAL #8.2: APPROVE THE RESIGNATION OF MR. BARON ISSUER NO N/A N/A
EDGAR-CHARLES DE COOMAN D HERLINCKHOVE AS DIRECTOR AS OF
31 DEC 2004
PROPOSAL #8.3: APPROVE THE RESIGNATION OF MR. FRANS ISSUER NO N/A N/A
VREYS AS DIRECTOR WITH EFFECT AT THE END OF THIS MEETING
PROPOSAL #8.4: APPROVE TO RENEW THE MANDATE OF MR. COUNT ISSUER NO N/A N/A
ARNOUD DE PRET ROOSE DE CALESBERG AS A DIRECTOR FOR A
PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE END OF OGM AND
APPROVE THE ANNUAL ACCOUNTS RELATING TO THE FY 2007
PROPOSAL #8.5: APPOINT MR. LUC VANSTEENKISTE AS A ISSUER NO N/A N/A
DIRECTOR FOR A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE
END OF OGM AND APPROVE THE ANNUAL ACCOUNTS RELATING TO
THE FY 2007
PROPOSAL #8.6: APPOINT MR. JACQUES DE VANCLEROY AS A ISSUER NO N/A N/A
DIRECTOR FOR A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE
END OF OGM AND APPROVE THE ANNUAL ACCOUNTS RELATING TO
THE FY 2007
PROPOSAL #8.7: APPOINT MR. HUGH G. FARRINGTON AS A ISSUER NO N/A N/A
DIRECTOR FOR A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE
END OF OGM AND APPROVE THE ANNUAL ACCOUNTS RELATING TO
THE FY 2007
PROPOSAL #9.1: APPROVE THE ANNUAL ACCOUNT RELATING TO ISSUER NO N/A N/A
THE FY 2007, SATISFIES THE REQUIREMENTS OF INDEPENDENCE
SET FORTH BY THE ARTICLE 524,SECTION 4, SECOND INDENT OF
THE BELGIAN COMPANY CODE TO RENEW THE MANDATE OF MR.
COUNT DE PRET ROOSE DE CALESVERG AS AN INDEPENDENT
DIRECTOR PURSUANT TO THE CRITERIA OF THE BELGIAN COMPANY
CODE
PROPOSAL #9.2: APPROVE THE ANNUAL ACCOUNT RELATING TO ISSUER NO N/A N/A
THE FY 2007, SATISFIES THE REQUIREMENTS OF INDEPENDENCE
SET FORTH BY THE ARTICLE 524,SECTION 4, SECOND INDENT OF
THE BELGIAN COMPANY CODE, TO APPOINT MR. LUC
VANSTEENKISTE AS A INDEPENDENT DIRECTOR PURSUANT TO THE
CRITERIA OF THE BELGIAN COMPANY CODE FOR A PERIOD OF 3
YEARS THAT WILL EXPIRE AT THE END OF OGM
PROPOSAL #9.3: APPROVE THE ANNUAL ACCOUNT RELATING TO ISSUER NO N/A N/A
THE FY 2007, SATISFIES THE REQUIREMENTS OF INDEPENDENCE
SET FORTH BY THE ARTICLE 524,SECTION 4, SECOND INDENT OF
THE BELGIAN COMPANY CODE, TO APPOINT MR. JACQUES DE
VANCLEROY AS AN INDEPENDENT DIRECTOR PURSUANT TO THE
CRITERIA OF THE BELGIAN COMPANY CODE FOR A PERIOD OF 3
YEARS THAT WILL EXPIRE AT THE END OF OGM
PROPOSAL #9.4: APPROVE THE ANNUAL ACCOUNT RELATING TO ISSUER NO N/A N/A
THE FY 2007, SATISFIES THE REQUIREMENTS OF INDEPENDENCE
SET FORTH BY THE ARTICLE 524,SECTION 4, SECOND INDENT OF
THE BELGIAN COMPANY CODE, TO APPOINT MR. HUGH G.
FARRINGTON AS A INDEPENDENT DIRECTOR PURSUANT TO THE
CRITERIA OF THE BELGIAN COMPANY CODE FOR A PERIOD OF 3
YEARS THAT WILL EXPIRE AT THE END OF OGM
PROPOSAL #10.: APPROVE: TO RENEW THE MANDATE OF DELOITTE ISSUER NO N/A N/A
& TOUCHE REVISEURS D ENTERPRISES, AS A STATUTORY
AUDITOR FOR A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE
END OF OGM; THE ANNUAL ACCOUNTS RELATING TO THE FY 2007;
AND THE YEARLY AUDIT FEES OF THE STATUTORY AUDITOR
AMOUNTING TO EUR 634,450
PROPOSAL #11.: APPROVE STOCK OPTION PLAN THAT DELHAIZE ISSUER NO N/A N/A
GROUP SA INTENDS TO LAUNCH ON THE COURSE OF 2005, TO
EXTEND THAT THE STOCK OPTION PLAN COULD ENTITLE
EXECUTIVE MANAGERS OF DELHAIZE GROUP TO ACQUIRE EXISTING
ORDINARY SHARES OF DELHAIZE GROUP SA
PROPOSAL #12.: APPROVE, PURSUANT TO ARTICLE 556 OF THE ISSUER NO N/A N/A
BELGIAN COMPANY CODE: I)ANY PROVISION GRANTING TO THE
BENEFICIARIES OF STOCK OPTIONS ON SHARES OF THE COMPANY
THE RIGHT TO ACQUIRE PREMATURELY SHARES OF THE COMPANY
IN THE EVENT OF A CHANGE OF CONTROL OVER THE COMPANY, AS
PROVIDED IN THE STOCK OPTION PLAN THAT THE COMPANY
INTENTS TO LAUNCH IN THE COURSE OF 2005 AND IN ANY
AGREEMENT ENTERED BETWEEN THE COMPANY AND BENEFICIARIES
AS SPECIFIED; AND II) ANY PROVISION ENTITLING THE
PARTICIPANTS TO THE PERFORMANCE CASH PLAN LAUNCHED BY
THE COMPANY IN 2003 TO RECEIVE THE FULL CASH PAYMENT
WITH RESPECT TO ANY OUTSTANDING GRANT IN THE EVENT OF A
CHANGE OF CONTROL OVER THE COMPANY
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ISSUER: EUROPEAN AERONAUTIC DEFENCE AND SPACE NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPROVE THE EXPIRATION OF MANDATES AND ISSUER NO N/A N/A
APPOINT MR. MANFRED BISCHOFF AS A MEMBER OF THE BOARD OF
DIRECTORS
PROPOSAL #1.2: APPROVE THE EXPIRATION OF MANDATES AND ISSUER NO N/A N/A
APPOINT MR. ARNAUD LAGARDERE AS A MEMBER OF THE BOARD OF
DIRECTORS
PROPOSAL #1.3: APPROVE THE EXPIRATION OF MANDATES AND ISSUER NO N/A N/A
APPOINT MR.THOMAS ENDERS AS A MEMBER OF THE BOARD OF
DIRECTORS
PROPOSAL #1.4: APPROVE THE EXPIRATION OF MANDATES AND ISSUER NO N/A N/A
APPOINT MR. NOEL FORGEARD AS A MEMBER OF THE BOARD OF
DIRECTORS
PROPOSAL #1.5: APPROVE THE EXPIRATION OF MANDATES AND ISSUER NO N/A N/A
APPOINT MR. JEAN-PAUL GUT AS A MEMBER OF THE BOARD OF
DIRECTORS
PROPOSAL #1.6: APPROVE THE EXPIRATION OF MANDATES AND ISSUER NO N/A N/A
APPOINT MR. HANS PETER RING AS A MEMBER OF THE BOARD OF
DIRECTORS
PROPOSAL #1.7: APPROVE THE EXPIRATION OF MANDATES AND ISSUER NO N/A N/A
APPOINT MR. JUAN MANUEL EGUIAGARAY UCELAY AS A MEMBER OF
THE BOARD OF DIRECTORS
PROPOSAL #1.8: APPROVE THE EXPIRATION OF MANDATES AND ISSUER NO N/A N/A
APPOINT MR. LOUIS GALLIOS AS A MEMBER OF THE BOARD OF
DIRECTORS
PROPOSAL #1.9: APPROVE THE EXPIRATION OF MANDATES AND ISSUER NO N/A N/A
APPOINT MR. RUDIGER GRUBE AS A MEMBER OF THE BOARD OF
DIRECTORS
PROPOSAL #1.10: APPROVE THE EXPIRATION OF MANDATES AND ISSUER NO N/A N/A
APPOINT MR. FRANCOIS DAVID AS A MEMBER OF THE BOARD OF
DIRECTORS
PROPOSAL #1.11: APPROVE THE EXPIRATION OF MANDATES AND ISSUER NO N/A N/A
APPOINT MR. MICHAEL ROGOWSKI AS A MEMBER OF THE BOARD OF
DIRECTORS
PROPOSAL #2.: 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, THE POLICY ON DIVIDENDS
AND PROPOSED REMUNERATION POLICY INCLUDING ARRANGEMENTS
FOR THE GRANT OF STOCK OPTIONS AND RIGHTS TO SUBSCRIBE
FOR SHARES FOR THE BOARD OF DIRECTORS
PROPOSAL #3.: ADOPT THE AUDITED DUTCH STATUTORY ACCOUNTS ISSUER NO N/A N/A
FOR THE ACCOUNTING PERIOD FROM 01 JAN 2004 TO 31 DEC
2004, AS SUBMITTED TO THE AGM BY THE BOARD OF DIRECTORS
PROPOSAL #4.: APPROVE THE NET PROFIT OF EUR 487 MILLION, ISSUER NO N/A N/A
AS SHOWN IN THE AUDITED DUTCH STATUTORY PROFIT AND LOSS
STATEMENT FOR THE FY 2004, SHALL BE ADDED TO RETAINED
EARNINGS AND THAT A PAYMENT OF A GROSS AMOUNT OF EUR
0.50 PER SHARE SHALL BE MADE TO THE SHAREHOLDERS FROM
DISTRIBUTABLE RESERVES ON 08 JUN 2005
PROPOSAL #5.: GRANT RELEASE TO THE BOARD OF DIRECTORS ISSUER NO N/A N/A
FROM LIABILITY FOR THE PERFORMANCE OF THEIR DUTIES
DURING AND WITH RESPECT TO THE FY 2004, TO THE EXTENT
THAT THEIR ACTIVITY HAS BEEN REFLECTED IN THE AUDITED
ANNUAL ACCOUNTS FOR THE FY 2004 OR IN THE REPORT OF THE
BOARD OF DIRECTORS
PROPOSAL #6.: APPOINT ERNST & YOUNG ACCOUNTANTS AS THE ISSUER NO N/A N/A
COMPANY'S AUDITORS FOR THE ACCOUNTING PERIOD BEING THE
FY 2005
PROPOSAL #7.: AMEND ARTICLE 23, PARAGRAPH 3 OF THE ISSUER NO N/A N/A
COMPANY'S ARTICLES OF ASSOCIATION TO REFLECT CHANGES OF
DUTCH LAW
PROPOSAL #8.: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
ACCORDANCE WITH THE ARTICLES OF ASSOCIATION AND SUBJECT
TO INVOCATION BY THE GENERAL MEETING. TO ISSUE SHARES OF
THE COMPANY WHICH ARE PART OF THE COMPANY'S AUTHORIZED
SHARE CAPITAL PROVIDED THAT SUCH POWERS SHALL BE LIMITED
TO 1% OF THE COMPANY'S AUTHORIZED CAPITAL FROM TIME TO
TIME AND TO HAVE POWERS TO LIMIT OR TO EXCLUDE
PREFERENTIAL SUBSCRIPTION TIGHTS, IN BOTH CASES FOR A
PERIOD EXPIRING AT THE AGM TO BE HELD IN 2006; SUCH
POWERS INCLUDE THE APPROVAL OF STOCK OPTION PLANS AND
EMPLOYEE SHARE OWNERSHIP PLANS WHICH MAY INCLUDE THE
GRANTING OF TIGHTS TO SUBSCRIBE FOR SHARES WHICH CAN BE
EXERCISED AT SUCH TIME AS MAY BE SPECIFIED IN OR
PURSUANT TO SUCH PLANS
PROPOSAL #9.: APPROVE THAT THE NUMBER OF SHARES IN THE ISSUER NO N/A N/A
COMPANY HELD BY THE COMPANY, UP TO A MAXIMUM OF
1,336,358 SHARES, BE CANCELLED AND AUTHORIZE BOTH THE
BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICERS,
WITH POWERS OF SUBSTITUTION, TO IMPLEMENT THIS
RESOLUTION IN ACCORDANCE WITH DUTCH LAW
PROPOSAL #10.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
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 THE HIGHER OF THE PRICE OF THE
LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT
INDEPENDENT BID ON THE TRADING VENUES OF THE REGULATED
MARKET OF THE COUNTRY IN WHICH THE PURCHASE IS CARRIED
OUT; THIS AUTHORIZATION SUPERSEDES AND REPLACES THE
AUTHORIZATION GIVEN BY THE AGM OF 06 MAY 2004 IN
RESOLUTION 9; AUTHORITY EXPIRES AT THE END OF 18 MONTHS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FAR EASTONE TELECOMMUNICATION CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPROVE THE 2004 BUSINESS OPERATION ISSUER YES FOR N/A
PROPOSAL #1.2: APPROVE THE 2004 FINANCIAL REPORT ISSUER YES FOR N/A
PROPOSAL #1.3: APPROVE THE SUPERVISORS REVIEWED ISSUER YES FOR N/A
FINANCIAL REPORTS OF FY 2004
PROPOSAL #1.4: OTHERS ISSUER YES FOR N/A
PROPOSAL #2.1: RATIFY THE FINANCIAL REPORTS OF FY 2004 ISSUER YES FOR N/A
PROPOSAL #2.2: RATIFY THE NET PROFIT ALLOCATION OF FY ISSUER YES FOR N/A
2004; CASH DIVIDEND OF TWD 3.00 PER SHARE
PROPOSAL #3.1: AMEND A PART OF THE COMPANY ARTICLES ISSUER YES AGAINST N/A
PROPOSAL #3.2: OTHERS ISSUER YES FOR N/A
PROPOSAL #4.: ELECT THE TWO DIRECTORS AND ONE SUPERVISOR ISSUER YES FOR N/A
PROPOSAL #5.: EXTRAORDINARY PROPOSALS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FLEXTRONICS INTERNATIONAL LTD.
TICKER: FLEX CUSIP: Y2573F102
MEETING DATE: 9/23/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHAEL E. MARKS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL J. MORITZ ISSUER YES FOR FOR
PROPOSAL #02: RE-APPOINTMENT OF PATRICK FOLEY AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY.
PROPOSAL #03: TO APPOINT DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING MARCH 31, 2005.
PROPOSAL #04: TO APPROVE AN AMENDMENT TO THE COMPANY'S ISSUER YES FOR FOR
1997 EMPLOYEE SHARE PURCHASE PLAN.
PROPOSAL #05: TO APPROVE AMENDMENTS TO THE COMPANY'S ISSUER YES FOR FOR
2001 EQUITY INCENTIVE PLAN.
PROPOSAL #06: TO APPROVE AN AMENDMENT TO THE COMPANY'S ISSUER YES FOR FOR
2001 EQUITY INCENTIVE PLAN TO ALLOW FOR ISSUANCES OF
STOCK BONUSES.
PROPOSAL #07: TO APPROVE THE CONSOLIDATION OF ORDINARY ISSUER YES FOR FOR
SHARES AVAILABLE UNDER OUR ASSUMED PLANS INTO OUR 2001
EQUITY INCENTIVE PLAN.
PROPOSAL #08: TO APPROVE THE AUTHORIZATION FOR THE ISSUER YES FOR FOR
DIRECTORS OF THE COMPANY TO ALLOT AND ISSUE ORDINARY
SHARES.
PROPOSAL #09: TO APPROVE THE AUTHORIZATION FOR THE ISSUER YES FOR FOR
COMPANY TO PROVIDE $37,200 OF ANNUAL CASH COMPENSATION
TO EACH OF ITS NON-EMPLOYEE DIRECTORS.
PROPOSAL #10: TO APPROVE THE AUTHORIZATION FOR THE ISSUER YES FOR FOR
COMPANY TO PROVIDE AN ADDITIONAL $10,000 OF ANNUAL CASH
COMPENSATION FOR EACH OF ITS NON-EMPLOYEE DIRECTORS FOR
COMMITTEE PARTICIPATION.
PROPOSAL #11: TO APPROVE THE AUTHORIZATION OF THE ISSUER YES FOR FOR
PROPOSED RENEWAL OF THE SHARE REPURCHASE MANDATE
RELATING TO ACQUISITIONS BY THE COMPANY OF ITS OWN
ISSUED ORDINARY SHARES.
PROPOSAL #12: TO APPROVE THE AUTHORIZATION OF THE ISSUER YES FOR FOR
PROPOSAL APPROVAL OF A BONUS ISSUE.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FORD OTOMOTIV SANAYI AS
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/16/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING AND ELECT THE CHAIRMAN ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE THE DISTRIBUTION OF PROFITS FROM ISSUER NO N/A N/A
EXTRAORDINARY RESERVES MADE IN PREVIOUS YEARS
CORRESPONDING TO 18,755705 % OF THE PAID CAPITAL
AMOUNTING TO TRL 54,846,369,169,004 AND SET THE
DISTRIBUTION DATE TO 31 AUG 2004
PROPOSAL #3.: GRANT POWER TO THE CHAIRMAN TO THE SIGN ISSUER NO N/A N/A
THE MINUTES OF THE GM
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FORD OTOMOTIV SANAYI AS
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING AND ELECTION OF CHAIRMANSHIP PANEL ISSUER NO N/A N/A
PROPOSAL #2.: READING AND DISCUSSION OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS REPORT, STATUTORY AUDITOR'S REPORT AND
SUMMARY REPORT OF THE INDEPENDENT AUDIT FIRM BASARAN NAS
SERBEST MUHASEBECI MALI MUSAVIRLIK A.S. (A MEMBER OF
PRICEWATERHOUSECOOPERS) ABOUT 2004 ACTIVITIES AND
ACCOUNTS, AND APPROVAL OR APPROVAL WITH MODIFICATIONS OR
REFUSAL OF THE BOARD OF DIRECTORS PROPOSAL OF 2004
BALANCE SHEET AND INCOME STATEMENT
PROPOSAL #3.: SUBMISSION TO GENERAL ASSEMBLY APPROVAL, ISSUER NO N/A N/A
OF THE BOARD OF DIRECTORS DECISION FOR ASSIGNMENT OF
NEW BOARD MEMBERS TEMPORARILY TO REPLACE THE RESIGNED
MEMBERSHIPS, TO BE VALID FROM THE DATE OF ASSIGNMENT
WITH SAME TERMS, IN ACCORDANCE WITH THE TURKISH
COMMERCIAL CODE ARTICLE NO. 315
PROPOSAL #4.: RELEASE OF THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS FOR YEAR 2003
ACTIVITIES
PROPOSAL #5.: SUBMISSION TO THE ATTENTION OF THE GENERAL ISSUER NO N/A N/A
ASSEMBLY, OF THE DONATIONS AND CONTRIBUTIONS MADE BY
THE COMPANY FOR SOCIAL CHARITY PURPOSES IN 2004, TO THE
FOUNDATIONS AND SOCIETIES HAVING TAX EXEMPTION
PROPOSAL #6.: APPROVAL OR APPROVAL WITH MODIFICATIONS OR ISSUER NO N/A N/A
REFUSAL OF THE BOARD OF DIRECTORS PROPOSAL OF THE
PROFIT DISTRIBUTION FOR THE YEAR 2004 AND DISTRIBUTION
DATE
PROPOSAL #7.: ELECTION FOR REPLACEMENT OF THE MEMBERS OF ISSUER NO N/A N/A
THE BOARD OF DIRECTORS WHOSE TERM OF OFFICE HAS EXPIRED
PROPOSAL #8.: ELECTION FOR REPLACEMENT OF STATUTORY ISSUER NO N/A N/A
AUDITORS WHOSE TERM OF OFFICE HAS EXPIRED
PROPOSAL #9.: DETERMINATIONS OF YEARLY REMUNERATIONS AND ISSUER NO N/A N/A
FEES TO BE PAID TO THE CHAIRMAN AND MEMBERS OF THE
BOARD OF DIRECTORS AND STATUTORY AUDITORS
PROPOSAL #10.: AUTHORIZING THE BOARD OF DIRECTORS FOR ISSUER NO N/A N/A
DISTRIBUTION OF DIVIDEND ADVANCE TO THE SHAREHOLDERS,
FROM THE ACCRUED PROFIT DURING THE INTERMEDIATE PERIODS,
IN 2005
PROPOSAL #11.: PERMISSION GRANTED TO THE MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS TO CONDUCT THE ACTIVITIES WITHIN THE
FIELDS OF BUSINESS OF THE COMPANY IN THEIR OWN NAME OR
IN THE NAME OF OTHER PERSONS, AND FOR PARTICIPATION IN
OTHER COMPANIES ENGAGED IN THE SAME FIELDS OF BUSINESS,
AND FOR OTHER TRANSACTIONS, PURSUANT TO SECTIONS 334 AND
335 OF THE TURKISH COMMERCIAL CODE
PROPOSAL #12.: AUTHORIZATION OF THE CHAIRMANSHIP PANEL ISSUER NO N/A N/A
TO SIGN THE MEETING MINUTES OF THE GENERAL ASSEMBLY OF
SHAREHOLDERS
PROPOSAL #13.: WISHES ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRESENIUS MED CARE AKTIENGESELLSCHAFT
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
ANNUAL REPORT FOR THE 2004 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 679,621,696.02 AS: PAYMENT
OF A DIVIDEND OF EUR 1.12 PER ORDINARY SHARE AND EUR
1.18 PER PREFERRED SHARE EUR 570,192,314.54 SHALL BE
CARRIED FORWARD EX-DIVIDEND AND PAYABLE ON 25 MAY 2005
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 DEUTSCHE TREUHAND- ISSUER NO N/A N/A
GESELLSCHAFT AG, FRANKFURT, AS THE AUDITORS FOR THE FY
2005
PROPOSAL #6.: ELECT MR. JOHN GERHARD KRINGEL AS AN ISSUER NO N/A N/A
OFFICER FOR THE SUPERVISORY BOARD
PROPOSAL #7.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
RESPECT OF AN INCREASE OF THE REMUNERATION FOR
SUPERVISORY BOARD MEMBERS AS: PURSUANT TO SECTION 13(2),
EACH MEMBER OF THE SUPERVISORY BOARD RECEIVE A FIXED
ANNUAL REMUNERATION OF USD 80,000 FROM THE 2005 FY,
PURSUANT TO SECTION 13(4), THE CHAIRMAN SHALL RECEIVE
TWICE, THE DEPUTY CHAIRMAN ONE AND A HALF TIMES OF THE
AMOUNT FROM THE 2005 FY ON, MEMBERS OF A COMMITTEE TO
RECEIVE AN ADDITIONAL ANNUAL REMUNERATION OF USD 30,000,
AND THE CHAIRMAN OF SUCH A COMMITTEE TO RECEIVE USD
50,000
PROPOSAL #8.: APPROVE TO REVOKE THE EXISTING AUTHORIZED ISSUER NO N/A N/A
CAPITAL I AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS,
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL OF THE COMPANY BY UP TO EUR 30,720,000
BY ISSUING NEW BEARER PREFERRED SHARES AGAINST PAYMENT
IN CASH ON OR BEFORE 23 MAY 2010 AND GRANT SUBSCRIPTION
RIGHTS TO THE SHAREHOLDERS EXCEPT FOR RESIDUAL AMOUNTS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GLAXOSMITHKLINE PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS REPORT ISSUER YES FOR N/A
AND THE FINANCIAL STATEMENTS FOR THE YE 31 DEC 2004
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE YE ISSUER YES FOR N/A
31 DEC 2004
PROPOSAL #3.: ELECT SIR CHRISTOPHER GENT AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.: ELECT SIR DERYCK MAUGHAN AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #5.: ELECT MR. JULIAN HESLOP AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #6.: RE-ELECT DR. JEAN-PIERRE GARNIER AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #7.: RE-ELECT SIR IAN PROSSER AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #8.: RE-ELECT DR. RONALDO SCHMITZ AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #9.: RE-ELECT DR. LUCY SHAPIRO AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #10.: AUTHORIZE THE AUDIT COMMITTEE TO RE- ISSUER YES FOR N/A
APPOINT PRICEWATERHOUSECOOPERS LLP AS A 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 #11.: AUTHORIZE THE AUDIT COMMITTEE TO ISSUER YES FOR N/A
DETERMINE THE REMUNERATION OF THE AUDITORS
PROPOSAL #12.: AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ISSUER YES FOR N/A
347C 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 EARLIER THE CONCLUSION OF THE
NEXT AGM IN 2006 OR 24 NOV 2006
PROPOSAL #S.13: AUTHORIZE THE DIRECTORS, FOR THE ISSUER YES FOR N/A
PURPOSES OF ARTICLE 12 OF THE COMPANY'S ARTICLES OF
ASSOCIATION AND PURSUANT TO SECTION 95 OF THE COMPANIES
ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 OF THE
ACT FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY
RESOLUTION 20 PASSED AT THE AGM HELD ON 21 MAY 2001,
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 AS DEFINED IN ARTICLE 12.5 OF THE
COMPANY'S ARTICLES OF ASSOCIATION PROVIDED THAT AN
OFFER OF EQUITY SECURITIES PURSUANT TO ANY SUCH RIGHTS
ISSUE NEED NOT BE OPEN TO ANY SHAREHOLDER HOLDING
ORDINARY SHARES AS TREASURY SHARES; AND B) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 73,301,955; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY IN 2006 OR ON 24 NOV 2006 ; AND 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.14: AUTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT OF UP TO 586,415,642
ORDINARY SHARES OF 25P EACH, 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 OF THE COMPANY HELD IN 2006 OR ON 24 NOV 2006 ;
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.15: AMEND ARTICLE 48A OF THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION
PROPOSAL #S.16: AMEND THE ARTICLE 154.2 OF THE ARTICLES ISSUER YES FOR N/A
OF ASSOCIATION
PROPOSAL #S.17: AMEND THE ARTICLE 81 OF THE ARTICLE OF ISSUER YES FOR N/A
ASSOCIATION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GROUP 4 FALCK A/S
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/14/2004 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 ISSUER NO N/A N/A
DIRECTORS OF GROUP 4 A/S
PROPOSAL #4.: ELECT THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS 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 ISSUER NO N/A N/A
4 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.: ANY OTHER BUSINESS ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GROUP 4 SECURICOR PLC, SUTTON
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS OF THE ISSUER YES FOR N/A
COMPANY FOR THE YE 31 DEC 2004 AND THE REPORTS OF THE
DIRECTORS AND THE AUDITOR THEREON
PROPOSAL #2.: RECEIVE AND APPROVE THE DIRECTORS ISSUER YES FOR N/A
REMUNERATION REPORT FOR THE YE 31 DEC 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #4.: ELECT MR. NICK BUCKLES AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: ELECT LORD CONDON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: ELECT MR. TREVOR DIGHTON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: ELECT MR. ALF DUCH-PEDERSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: ELECT MR. GRAHAME GIBSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: ELECT MR. THORLEIF KRARUP AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #10.: ELECT MR. BO LERENIUS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #11.: ELECT MR. JORGEN PHILIP-SORENSEN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #12.: ELECT MR. WALDEMAR SCHMIDT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #13.: ELECT LORD SHARMAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #14.: ELECT MR. MALCOLM WILLIAMSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #15.: APPOINT KPMG AS THE AUDITOR OF THE ISSUER YES FOR N/A
COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING
AT WHICH ACCOUNTS ARE LAID AND AUTHORIZE THE DIRECTORS
TO FIX THEIR REMUNERATION
PROPOSAL #16.: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 80 OF THE COMPANIES ACT 1985 THE ACT ,
TO ALLOT RELEVANT SECURITIES SECTION 80(2) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 105,000,000; AUTHORITY
EXPIRES ON 01 JUN 2010 ; 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.17: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95 OF THE ACT, TO ALLOT EQUITY SECURITIES
SECTION 94(2) OF THE ACT FOR CASH, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY
SECURITIES: I) IN CONNECTION WITH A RIGHTS ISSUE IN
FAVOR OF ORDINARY SHAREHOLDERS; II) UP TO AN AGGREGATE
NOMINAL VALUE OF GBP 15,800,000; AUTHORITY EXPIRES ON
01 JUN 2010 ; 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.18: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE ACT OF UP TO
126,400,000 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 AT THE CONCLUSION OF THE AGM OF THE COMPANY TO
BE HELD IN 2006 ; 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.19: AMEND THE ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR N/A
COMPANY BY THE DELETION OF ARTICLE 172 AND SUBSTITUTING
WITH NEW WORDS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GROUPE DANONE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004
PROPOSAL #O.2: APPROVE THE CONSOLIDATED FINANCIAL ISSUER NO N/A N/A
STATEMENTS FOR THE FY, ENDING ON 31 DEC 2004
PROPOSAL #O.3: APPROVE THAT THE PROFITS FOR THE FY ISSUER NO N/A N/A
AMOUNT TO EUR 422,978,494.25 AND THE PRIOR RETAINED
EARNINGS AMOUNT TO EUR 1,268,339,828.36, AND TO
APPROPRIATE THE DISPOSABLE PROFITS OF EUR
1,696,305,822.61 AS FOLLOWS: GLOBAL DIVIDEND: EUR
361,928,952.00; CARRY FORWARD ACCOUNT: EUR
1,334,376,870.61; AN AMOUNT OF EUR 200,000,000.00
CHARGED TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL
GAINS WILL BE TRANSFERRED TO THE ORDINARY RESERVES
ACCOUNT; AN AMOUNT OF EUR 4,987,500.00 CHARGED TO THE
ORDINARY RESERVES ACCOUNT TO BE TRANSFERRED TO THE CARRY
FORWARD ACCOUNT FOLLOWING THIS APPROPRIATION; THE CARRY
FORWARD ACCOUNT WILL AMOUNT TO EUR 1,339,634,370.61;
THE SHAREHOLDERS TO RECEIVE A NET DIVIDEND OF EUR 1.35
PER SHARE AND THIS DIVIDEND WILL BE PAID ON 17 MAY 2005
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
SEQUENCE OF THE FRENCH COMMERCIAL CODE
PROPOSAL #O.5: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. BRUNO BONNELL AS DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. MICHEL DAVID-WEILL AS A DIRECTOR FOR A PERIOD OF 3
YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. JACQUES NAHMIAS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. JACQUES VINCENT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.9: RATIFY THE CO-OPTATION OF MR. HIROKATSU ISSUER NO N/A N/A
HIRANO AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.10: RATIFY THE CO-OPTATION OF MR. JEAN ISSUER NO N/A N/A
LAURENT, AS A DIRECTOR UNTIL THE OGM CALLED TO
DELIBERATE ON THE FINANCIAL STATEMENTS FOR THE YEAR 2005
PROPOSAL #O.11: APPOINT MR. BERNARD HOURS AS A DIRECTOR ISSUER NO N/A N/A
FOR A PERIOD OF 3 YEARS
PROPOSAL #O.12: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET, AS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MINIMUM SALE PRICE:
EUR 60.00; MAXIMUM NUMBER OF SHARES TO BE TRADED:
18,000,000; AUTHORITY IS GIVEN FOR A PERIOD OF 18
MONTHS ; APPROVE TO CANCEL AND REPLACE THE DELEGATION
SET FORTH IN RESOLUTION 12 AND GIVEN BY THE COMBINED
GENERAL MEETING OF 15 APR 2004 AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.13: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
REPLACING THE DELEGATION SET FORTH IN RESOLUTION 12 AND
GIVEN BY THE COMBINED GENERAL MEETING OF 11 APR 2003, TO
ISSUE, IN FRANCE OR ABROAD, ORDINARY BONDS OR
SUBORDINATED BONDS FOR A MAXIMUM NOMINAL AMOUNT OF EUR
2,000,000,000.00; AUTHORITY IS GIVEN FOR A PERIOD OF 5
YEARS
PROPOSAL #O.14: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
REPLACING THE DELEGATION SET FORTH IN RESOLUTION 13 AND
GIVEN BY THE GENERAL MEETING OF 15 APR 2004, TO INCREASE
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE
SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR
45,000,000.00, BY WAY OF ISSUING ORDINARY SHARES OF THE
COMPANY AND SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL, PREFERENTIAL RIGHT OF SUBSCRIPTION MAINTAINED
AND THE NOMINAL VALUE OF DEBT SECURITIES ISSUED NOT
EXCEEDING EUR 2,000,000,000.00; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #O.15: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
REPLACING THE DELEGATION SET FORTH IN RESOLUTION 14 AND
GIVEN BY THE GENERAL MEETING OF 15 APR 2004, TO INCREASE
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE
SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR
33,000,000.00, BY WAY OF ISSUING ORDINARY SHARES OF THE
COMPANY AND SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL, WITHOUT THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS MAINTAINED PROVIDED THAT THE NOMINAL
VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR
2,000,000,000.00; AUTHORITY IS GIVEN FOR A PERIOD OF 26
MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.16: AUTHORIZE THE BOARD OF DIRECTORS, FOR ISSUER NO N/A N/A
THE ISSUES REFERRED TO IN RESOLUTIONS 14 AND 15, TO
INCREASE THE NUMBER OF SECURITIES TO BE ISSUED;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
PROPOSAL #O.17: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
REPLACING THE DELEGATION SET FORTH IN RESOLUTION 14 AND
GIVEN BY THE GENERAL MEETING OF 15 APR 2004, TO ISSUE
SHARES AND SECURITIES GIVING ACCESS TO THE SHARE CAPITAL
AS A REMUNERATION OF SHARES TENDERED TO ANY PUBLIC
EXCHANGE OFFER MADE BY THE COMPANY; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #O.18: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER NO N/A N/A
ISSUE THE COMPANY'S SHARES AND SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL IN ORDER TO REMUNERATE THE
CONTRIBUTIONS IN KIND, PROVIDED THAT IT DOES NOT EXCEED
10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.19: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER NO N/A N/A
ISSUE ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
SECURITIES GIVING RIGHTS TO THE ALLOCATION OF THE DEBT
SECURITIES SUCH AS BONDS, SIMILAR INSTRUMENTS AND FIXED
TERM OR UNFIXED TERM SUBORDINATE BONDS PROVIDED THAT THE
NOMINAL VALUE OF DEBT SECURITIES TO BE ISSUED SHALL NOT
EXCEED EUR 2,0000,000,000.00; AUTHORITY IS GIVEN FOR A
PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS
BY A MAXIMUM NOMINAL AMOUNT OF EUR 33,000,000.00 BY WAY
OF CAPITALIZING RETAINED EARNINGS, INCOME OR ADDITIONAL
PAID-IN CAPITAL OR ANY OTHER CAPITALIZABLE ITEMS, TO BE
CARRIED OUT THROUGH THE ISSUE AND ALLOCATION OF FREE
SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING
SHARES OR BY SIMULTANEOUSLY; AUTHORITY IS GIVEN FOR A
PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #O.21: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
REPLACING THE DELEGATION SET FORTH IN RESOLUTION 15 AND
GIVEN BY THE GENERAL MEETING OF 15 APR 2004 , TO
INCREASE THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS
AT ITS SOLE DISCRETION IN FAVOUR OF THE COMPANY'S
EMPLOYEES WHO ARE THE MEMBERS OF THE COMPANY SAVINGS
PLAN PROVIDED THAT THE AMOUNT SHALL NOT EXCEED
2,000,000.00; AUTHORITY IS GIVEN FOR A PERIOD OF 26
MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.22: AUTHORIZE THE COMPANY AND ITS ISSUER NO N/A N/A
SUBSIDIARIES, EMPLOYEES AND OFFICERS, REPLACING THE
DELEGATION SET FORTH IN RESOLUTION 15 AND GIVEN BY THE
GENERAL MEETING OF 15 APR 2004, TO PURCHASE COMPANY'S
EXISTING SHARES, PROVIDED THAT THE TOTAL NUMBER OF
SHARES NOT TO EXCEED 3,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #E.23: AUTHORIZE THE BOARD OF DIRECTORS IN ONE ISSUER NO N/A N/A
OR MORE TRANSACTIONS, THE COMPANY AND ITS SUBSIDIARIES,
EMPLOYEES AND OFFICERS, TO ISSUE ORDINARY SHARES,
PROVIDED THAT THE TOTAL NUMBER OF SHARES NOT TO EXCEED
0.40% OF THE COMPANY'S SHARE CAPITAL; AUTHORITY IS
GIVEN FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #O.24: AUTHORIZE THE BOARD OF DIRECTORS IN ISSUER NO N/A N/A
SUBSTITUTION TO THE EARLIER AUTHORIZATIONS, TO REDUCE
THE SHARE CAPITAL BY CANCELING THE SHARES HELD BY THE
COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN,
PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN
THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL;
AUTHORITY IS GIVEN FOR A PERIOD OF 24 MONTHS
PROPOSAL #O.25: GRANT ALL POWERS TO THE BEARER OF THE A ISSUER NO N/A N/A
COPY OF AN EXTRACT OF THE MINUTES OF THIS MEETING IN
ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND
REGISTRATIONS PRESCRIBED BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GUS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/21/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS AND ISSUER YES FOR N/A
THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE YE 31
MAR 2004, TOGETHER WITH THE REPORT OF THE AUDITORS
PROPOSAL #2.: APPROVE THE REPORT ON THE DIRECTORS ISSUER YES FOR N/A
REMUNERATION AND RELATED MATTERS CONTAINED IN THE
FINANCIAL STATEMENTS AND REPORTS OF THE COMPANY FOR THE
YE 31 MAR 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ON THE ORDINARY ISSUER YES FOR N/A
SHARES
PROPOSAL #4.: RE-ELECT MR. ANDY HORNBY AS A DIRECTOR, ISSUER YES ABSTAIN N/A
WHO RETIRES UNDER ARTICLE 74 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #5.: RE-ELECT SIR. VICTOR BLANK AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES UNDER ARTICLE 76 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #6.: RE-ELECT SIR. ALAN RUDGE AS A DIRECTOR, ISSUER YES ABSTAIN N/A
WHO RETIRES UNDER ARTICLE 76 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #7.: RE-ELECT MR. ALAN SMART AS A DIRECTOR, WHO ISSUER YES FOR N/A
RETIRES UNDER ARTICLE 76 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #8.: RE-ELECT MR. DAVID TYLER AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES UNDER ARTICLE 76 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #9.: 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 FINANCIAL STATEMENTS AND
REPORTS ARE LAID
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES AGAINST N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #S.11: AUTHORIZE THE COMPANY, IN SUBSTITUTION ISSUER YES FOR N/A
FOR THE AUTHORITY CONFERRED BY THE SPECIAL RESOLUTION
PASSED ON 23 JUL 2003 AND FOR THE PURPOSE OF SECTION 166
OF THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES
SECTION 163 OF UP TO 100,000,000 9.8% OF THE COMPANY'S
ISSUED ORDINARY SHARE CAPITAL AS AT 25 MAY 2004
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 AN ORDINARY SHARE
OF 25P IN THE CAPITAL OF THE COMPANY 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 TO BE HELD
IN 2005 OR 20 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
PROPOSAL #12.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
ARTICLE 5 OF THE COMPANY'S ARTICLES OF ASSOCIATION AND
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES SECTION 80(2) UP TO AN AGGREGATE NOMINAL
VALUE OF GBP 58,395,799 BEING APPROXIMATELY 23% OF THE
COMPANY'S ISSUED ORDINARY SHARE CAPITAL AS AT 25 MAY
2004 EXCLUDING THE TREASURY SHARES ; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY
TO BE HELD IN 2005 OR 20 OCT 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 #S.13: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
ARTICLE 6 OF THE COMPANY'S ARTICLES OF ASSOCIATION,
SUBJECT TO THE PASSING OF RESOLUTION 12 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 12, 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 TO OR
IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP TO AN
AGGREGATE NOMINAL VALUE OF GBP 12,705,210 5% OF THE
ISSUED SHARE CAPITAL AS AT 25 MAY 2004 ; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY TO BE HELD IN 2005 OR 20 OCT 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
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HANWHA CHEMICAL CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENTS EXPECTED ISSUER YES FOR N/A
CASH DIVIDEND KRW 300 PER ORDINARYSHARE, KRW 350 PER
PREFERRED SHARE
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #4.: ELECT THE OUTSIDE DIRECTORS AS AN AUDIT ISSUER YES ABSTAIN N/A
COMMITTEE MEMBER
PROPOSAL #5.: APPROVE THE REMUNERATION LIMIT FOR THE ISSUER YES FOR N/A
DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HBOS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND REPORTS OF THE ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004
PROPOSAL #2.: APPROVE THE REPORT OF THE BOARD IN ISSUER YES FOR N/A
RELATION TO REMUNERATION POLICY AND PRACTICE FOR THE FYE
31 DEC 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 22.15 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE FOR THE YE 31 DEC 2004 AND PAID ON 13
MAY 2005 TO HOLDERS OF THE ORDINARY SHARES ON THE
REGISTER ON 18 MAR 2005 IN RESPECT OF EACH ORDINARY
SHARES
PROPOSAL #4.: ELECT MR. MARK TUCKER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. DENNIS STEVENSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. CHARLES DUNSTONE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. COLIN MATTHEW AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-ELECT MR. ANTHONY HOBSON 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 CONCLUSION OF THE NEXT GENERAL
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE
SHAREHOLDERS IN ACCORDANCE WITH THE PROVISIONS OF THE
COMPANIES ACT 1985 AND APPROVE THAT THEIR REMUNERATION
BE DETERMINED BY THE AUDIT COMMITTEE
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS TO ALLOT EQUITY ISSUER YES FOR N/A
SECURITIES SECTION 94 OF THE COMPANIES ACT 1985
INCLUDING SALE OF TREASURY SHARES, FOR CASH, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) OF THE
ACT : A) OF AN UNLIMITED AMOUNT IN CONNECTION WITH A
RIGHTS ISSUE AS IN ARTICLE 21.7; B) IN ADDITION OF AN
AGGREGATE NOMINAL AMOUNT OF GBP 49,080,217; AND C)
PURSUANT TO ANY APPROVED AND UNAPPROVED SHARE OPTION
SCHEME; AUTHORITY EXPIRES THE EARLIER OF THE DATE OF
THE AGM OF THE COMPANY IN 2006 OR 12 JUN 2006 ; 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; IN WORKING OUT OF
THE MAXIMUM AMOUNT OF EQUITY SECURITIES FOR THE PURPOSE
OF PARAGRAPH (A) (II) OF THIS RESOLUTION, THE NOMINAL
VALUE OF RIGHTS TO SUBSCRIBE FOR SHARES OR TO CONVERT
ANY SECURITIES INTO SHARES WILL BE TAKEN AS THE NOMINAL
VALUE OF THE SHARES WHICH WOULD BE ALLOTTED IF THE
SUBSCRIPTION OR CONVERSION TAKES PLACE; AND FOR THE
REFERENCES TO AN ALLOTMENT OF EQUITY SECURITIES SHALL
INCLUDE A SALE OF TREASURY SHARES AND THE POWER, INSOFAR
AS IT RELATES TO THE ALLOTMENT OF THE EQUITY SECURITIES
RATHER THAN THE SALE OF TREASURY SHARES, IS GRANTED
PURSUANT TO THE AUTHORITY UNDER SECTION 80 OF THE ACT
CONFERRED BY ARTICLE 21 OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY
PROPOSAL #S.11: AUTHORIZE THE COMPANY, FOR THE PURPOSES ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985 THE ACT , TO
MAKE MARKET PURCHASES SECTION 163 OF THE ACT OF UP TO
392,565,936 ORDINARY SHARES OF THE CAPITAL OF THE
COMPANY AND, WHERE SHARES ARE HELD AS TREASURY SHARES
FOR THE PURPOSE OF EMPLOYEE SHARE PLANS OPERATED BY THE
COMPANY, AT A MINIMUM PRICE OF 25P NOMINAL VALUE 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
AGM OF THE COMPANY IN 2006 OR 27 JUL 2006 ; 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 #12.: AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ISSUER YES FOR N/A
SECTION 347C OF THE COMPANIES ACT 1985 THE ACT TO A)
MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS NOT
EXCEEDING GBP 100,000 IN TOTAL; AND B) INCUR EU
POLITICAL EXPENDITURE NOT EXCEEDING GBP 100,000 IN TOTAL
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY IN 2006 OR 27 JUL 2006
PROPOSAL #13.: APPROVE THE INCREASE IN AUTHORIZED SHARE ISSUER YES FOR N/A
CAPITAL
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HEIDELBERGCEMENT AG, HEIDELBERG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2005 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 2004, ALONG 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 217,629,507.41 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 0.55 PER SHARE EUR
589,837.87 SHALL BE CARRIED FORWARD EUR 161,548,016.84
SHALL BE ALLOCATED TO THE OTHER REVENUE RESERVES EX-
DIVIDEND DATE: 05 MAY 2005; PAYABLE DATE: 06 MAY 2005
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 ERNST & YOUNG AG, ISSUER NO N/A N/A
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, STUTTGART AS THE
AUDITORS FOR THE FY 2005
PROPOSAL #6.: AMEND THE ARTICLES OF ASSOCIATION AS ISSUER NO N/A N/A
FOLLOWS: SECTION 12(1), REGARDING EACH MEMBER OF THE
SUPERVISORY BOARD RECEIVING FROM FY 2005 A FIXED
ANNUAL REMUNERATION OF EUR 14,000 AND A VARIABLE
REMUNERATION OF EUR 630 FOR EVERY EUR 0.01 OF THE
DIVIDEND IN EXCESS OF EUR 0.30 PER SHARE, THE CHAIRMAN
AN RECEIVING TWICE, THE DEPUTY CHAIRMAN 11/2 ONE AND A
HALF TIMES, THESE AMOUNTS; SECTION 12(3), REGARDING
COMMITTEE MEMBERS EXCEPT FOR MEMBERS OF THE MEDIATION
COMMITTEE RECEIVING AN ADDITIONAL FIXED REMUNERATION OF
EUR 3,500 MEMBERS OF THE AUDIT COMMITTEE EUR 7,000 ,
THE COMMITTEE CHAIRMEN RECEIVING TWICE THESE AMOUNTS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HEIDELBERGCEMENT AG, HEIDELBERG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2005 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 2004 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 217,629,507.41 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 0.55 PER SHARE EUR
589,837.87 SHALL BE CARRIED FORWARD EUR 161,548,016.84
SHALL BE ALLOCATED TO THE OTHER REVENUE RESERVES; EX-
DIVIDEND DATE: 05 MAY 2005, PAYABLE DATE: 06 MAY 2005
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 ERNST & YOUNG AG, ISSUER NO N/A N/A
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, STUTTGART, AS THE
AUDITORS FOR THE YEAR 2005
PROPOSAL #6.: AMEND THE ARTICLES OF ASSOCIATION AS ISSUER NO N/A N/A
FOLLOWS: SECTION 12(1), REGARDING EACH MEMBER OF THE
SUPERVISORY BOARD RECEIVING FROM THE 2005 FY ON A
FIXED ANNUL REMUNERATION OF EUR 14,000 AND A VARIABLE
ANNUAL REMUNERATION OF EUR 630 FOR EVERY EUR 0.01 OF THE
DIVIDEND INCREASE IN EXCESS OF EUR 0.30 PER SHARE, THE
CHAIRMAN RECEIVING TWICE, THE DEPUTY CHAIRMAN ONE AND A
HALF TIMES, THESE AMOUNTS SECTION 12(3), REGARDING
COMMITTEE MEMBERS EXCEPT FOR MEMBERS OF THE MEDIATION
COMMITTEE RECEIVING AN ADDITIONAL FIXED REMUNERATION OF
EUR 3,500 MEMBERS OF THE AUDIT COMMITTEE EUR 7,000 ,
THE COMMITTEE CHAIRMAN RECEIVING TWICE THESE AMOUNTS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HONDA MOTOR CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2005 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 JY28, FINAL JY 37, SPECIAL
JY 0
PROPOSAL #2: AMEND ARTICLES TO: REDUCE MAXIMUM BOARD ISSUER YES FOR N/A
SIZE - DECREASE AUTHORIZED CAPITAL TOREFLECT SHARE
REPURCHASE
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.14: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.15: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.16: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.17: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.18: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.19: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.20: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.21: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: APPOINT EXTERNAL AUDITORS ISSUER YES FOR N/A
PROPOSAL #6: APPROVE REDUCTION IN AGGREGATE COMPENSATION ISSUER YES FOR N/A
CEILING FOR DIRECTORS
PROPOSAL #7: APPROVE PAYMENT OF ANNUAL BONUSES TO ISSUER YES FOR N/A
DIRECTORS AND STATUTORY AUDITORS
PROPOSAL #8: APPROVE RETIREMENT BONUSES FOR DIRECTORS ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HSBC HOLDINGS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/27/2005 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 2004
PROPOSAL #2.a: RE-ELECT SIR JOHN BOND AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.b: RE-ELECT MR. MR. R.K.F. CHLIEN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.c: RE-ELECT MR. J.D. COOMBE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.d: RE-ELECT THE BARONESS DUNN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.e: RE-ELECT MR. D.J. FLINT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.f: RE-ELECT MR. J.W.J. HUGHES-HALLETT AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.g: RE-ELECT SIR BRIAN MOFFAT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.h: RE-ELECT S.W. NEWTON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.i: RE-ELECT MR. H. SOHMEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR ISSUER YES FOR N/A
AT REMUNERATION TO BE DETERMINED BY THE GROUP AUDIT
COMMITTEE
PROPOSAL #4.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 31 DEC 2004
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO ALLOT SHARES ISSUER YES FOR N/A
PROPOSAL #S.6: APPROVE TO DISAPPLY PRE-EMPTION RIGHTS ISSUER YES FOR N/A
PROPOSAL #7.: AUTHORIZE THE COMPANY TO PURCHASE ITS OWN ISSUER YES FOR N/A
ORDINARY SHARES
PROPOSAL #8.: AMEND THE HSBC HOLDINGS SAVINGS-RELATED ISSUER YES FOR N/A
SHARE OPTION PLAN
PROPOSAL #9.: AMEND THE HSBC HOLDINGS SAVINGS-RELATED ISSUER YES FOR N/A
SHARE OPTION PLAN: INTERNATIONAL
PROPOSAL #10.: APPROVE THE HSBC US EMPLOYEE STOCK PLAN ISSUER YES FOR N/A
US SUB-PLAN
PROPOSAL #11.: APPROVE THE HSBC SHARE PLAN ISSUER YES FOR N/A
PROPOSAL #S.12: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HUSKY ENERGY INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. LI, VICTOR T.K. AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: ELECT MR. FOK, CANNING K.N. AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: ELECT MR. FULLERTON, R. DONALD AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.4: ELECT MR. GLYNN, MARTIN J.G. AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT MR. HUI, TERENCE C.Y. AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT MR. KINNEY, BRENT D. AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT MR. KLUGE, HOLGER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MR. KOH, POH CHAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: ELECT MR. KWOK, EVA L. AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. KWOK, STANLEY T.L. AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.11: ELECT MR. LAU, JOHN C.S. AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.12: ELECT MR. SHAW, WAYNE E. AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.13: ELECT MR. SHURNIAK, WILLIAM AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.14: ELECT MR. SIXT, FRANK J. AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT KPMG LLP, CHARTERED ACCOUNTANTS, ISSUER YES FOR N/A
OF CALGARY, ALBERTA THE AUDITORS , AS THE AUDITORS OF
THE CORPORATION TO HOLD SUCH OFFICE UNTIL THE NEXT AGM
OF THE CORPORATION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HUTCHISON WHAMPOA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE STATEMENT OF ISSUER YES FOR N/A
AUDITED ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS FOR THE YE 31 DEC 2004
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT MR. LI TZAR KUOI, VICTOR AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.2: ELECT MR. KIN-NING, CANNING AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT MR. KAM HING LAM AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT MR. HOLGER KLUGE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT MR. WONG CHUNG HIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.1: AUTHORIZE THE DIRECTOR TO ISSUE AND ISSUER YES AGAINST N/A
DISPOSE OF AN ADDITIONAL ORDINARY SHARES OF THE COMPANY
NOT EXCEEDING 20% OF THE EXISTING ISSUED ORDINARY SHARE
CAPITAL OF THE COMPANY
PROPOSAL #5.2: AUTHORIZE THE DIRECTOR OF THE COMPANY, ISSUER YES FOR N/A
DURING THE 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
PROPOSAL #5.3: APPROVE THE DIRECTORS, TO ISSUE AND ISSUER YES FOR N/A
DISPOSE OF ADDITIONAL ORDINARY SHARES, PURSUANT TO
ORDINARY RESOLUTION NO.1, TO ADD OF 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
ORDINARY RESOLUTION NO.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
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HUTCHISON WHAMPOA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, WITH EFFECT FROM THE CONCLUSION ISSUER YES AGAINST N/A
OF THE MEETING AT WHICH THIS RESOLUTION IS PASSED, THE
RULES OF THE SHARE OPTION SCHEME OF HUTCHISON
TELECOMMUNICATIONS INTERNATIONAL LIMITED A SUBSIDIARY
OF THE COMPANY WHOSE SECURITIES ARE LISTED ON THE MAIN
BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED AND NEW
YORK STOCK EXCHANGE, INCORPORATION HTIL 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 HTIL SHARE
OPTION SCHEME AS MAY BE ACCEPTABLE OR NOT OBJECTED TO BY
THE STOCK EXCHANGE OF HONG KONG LIMITED, AND TO TAKE
ALL SUCH STEPS AS MAY BE NECESSARY, DESIRABLE OR
EXPEDIENT TO CARRY INTO EFFECT THE HTIL SHARE OPTION
SCHEME SUBJECT TO AND IN ACCORDANCE WITH THE TERMS
THEREOF WITH EFFECT FROM THE CONCLUSION OF THE MEETING
AT WHICH THIS RESOLUTION IS PASSED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HYUNDAI MTR CO
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET, INCOME ISSUER YES FOR N/A
STATEMENT AND STATEMENT OF APPROPRIATION OF
UNAPPROPRIATED RETAINED EARNINGS
PROPOSAL #2.: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #3.: ELECT THE MEMBER OF AUDITORS COMMITTEE ISSUER YES ABSTAIN N/A
PROPOSAL #4.: APPROVE THE LIMIT OF REMUNERATION FOR ISSUER YES ABSTAIN N/A
DIRECTORS
PROPOSAL #5.: APPROVE THE PARTIAL AMENDMENT TO THE ISSUER YES ABSTAIN N/A
ARTICLES OF INCORPORATION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INDUSTRIAL BANK OF KOREA
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENTS ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE PARTIAL AMENDMENT TO THE ISSUER YES FOR N/A
ARTICLES OF INCORPORATION
PROPOSAL #3.: APPROVE THE REMUNERATION LIMIT FOR ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #4.: APPROVE THE REMUNERATION LIMIT FOR AUDITORS ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ING GROEP NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING REMARKS AND ANNOUNCEMENTS ISSUER NO N/A N/A
PROPOSAL #2.A: REPORTS OF THE EXECUTIVE BOARD AND THE ISSUER NO N/A N/A
SUPERVISORY BOARD FOR 2004
PROPOSAL #2.B: PROFIT RETENTION AND DISTRIBUTION POLICY ISSUER NO N/A N/A
PROPOSAL #3.A: ANNUAL ACCOUNTS FOR 2004 ISSUER NO N/A N/A
PROPOSAL #3.B: FOR 2004, A TOTAL DIVIDEND OF EUR 1.07 ISSUER NO N/A N/A
PER (DEPOSITARY RECEIPT FOR AN) ORDINARY SHARE WILL BE
PROPOSED TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS.
TAKING INTO ACCOUNT THE INTERIM DIVIDEND OF EUR 0.49
MADE PAYABLE IN SEPTEMBER 2004, THE FINAL DIVIDEND WILL
AMOUNT TO EUR 0.58 PER (DEPOSITARY RECEIPT FOR AN)
ORDINARY SHARE. REFERENCE IS ALSO MADE TO PAGE 143 OF
THE ANNUAL REPORT 2004
PROPOSAL #4.A: DISCHARGE OF THE EXECUTIVE BOARD IN ISSUER NO N/A N/A
RESPECT OF THE DUTIES PERFORMED DURING THE YEAR 2004
PROPOSAL #4.B: DISCHARGE OF THE SUPERVISORY BOARD IN ISSUER NO N/A N/A
RESPECT OF THE DUTIES PERFORMED DURING THE YEAR 2004
PROPOSAL #5.A: WITH A VIEW TO THE DUTCH CORPORATE ISSUER NO N/A N/A
GOVERNANCE CODE, THE GENERAL MEETING OF SHAREHOLDERS IS
INVITED TO DISCUSS AND APPROVE THE IMPLEMENTATION OF THE
CODE BY THE COMPANY AS DESCRIBED IN THE DOCUMENT THE
DUTCH CORPORATE GOVERNANCE CODE - ING'S IMPLEMENTATION
OF THE TABAKSBLAT CODE FOR GOOD CORPORATE GOVERNANCE
PROPOSAL #5.B: WITH REFERENCE TO ARTICLE 19, PARAGRAPH 1 ISSUER NO N/A N/A
OF THE ARTICLES OF ASSOCIATION, THE GENERAL MEETING OF
SHAREHOLDERS IS INVITED TO DISCUSS THE PROFILE OF THE
EXECUTIVE BOARD, AS IT WAS DRAWN UP BY THE SUPERVISORY
BOARD
PROPOSAL #5.C: WITH REFERENCE TO ARTICLE 25, PARAGRAPH 1 ISSUER NO N/A N/A
OF THE ARTICLES OF ASSOCIATION, THE GENERAL MEETING OF
SHAREHOLDERS IS INVITED TO DISCUSS THE PROFILE OF THE
SUPERVISORY BOARD, AS IT WAS DRAWN UP BY THE SUPERVISORY
BOARD. IN COMPARISON WITH THE PRESENT PROFILE OF THE
SUPERVISORY BOARD, THE CHANGES INVOLVE ONLY REPHRASINGS
AND NO MATERIAL CHANGES
PROPOSAL #6.A: REAPPOINTMENT OF LUELLA GROSS GOLDBERG ISSUER NO N/A N/A
PROPOSAL #6.B: REAPPOINTMENT OF GODFRIED VAN DER LUGT ISSUER NO N/A N/A
PROPOSAL #6.C: APPOINTMENT OF JAN HOMMEN ISSUER NO N/A N/A
PROPOSAL #6.D: APPOINTMENT OF CHRISTINE LAGARDE ISSUER NO N/A N/A
PROPOSAL #7.: IT IS PROPOSED TO APPROVE THAT THE MAXIMUM ISSUER NO N/A N/A
NUMBER OF STOCK OPTIONS AND PERFORMANCE SHARES TO BE
GRANTED TO THE MEMBERS OF THE EXECUTIVE BOARD FOR 2004
WILL BE 374,700 STOCK OPTIONSAND 136,200 PERFORMANCE
SHARES
PROPOSAL #8.A: IT IS PROPOSED THAT THE EXECUTIVE BOARD ISSUER NO N/A N/A
BE APPOINTED AS THE CORPORATE BODY THAT WILL BE
AUTHORISED, UPON APPROVAL OF THE SUPERVISORY BOARD, TO
ISSUE ORDINARY SHARES, TO GRANT THE RIGHT TO TAKE UP
SHARES AND TO RESTRICT OR EXCLUDE PREFERENTIAL RIGHTS OF
SHAREHOLDERS. THIS AUTHORITY APPLIES TO THE PERIOD
ENDING ON 26 OCTOBER 2006 (SUBJECT TO EXTENSION BY THE
GENERAL MEETING OF SHAREHOLDERS): (I) FOR A TOTAL OF
220,000,000 ORDINARY SHARES, PLUS (II) FOR A TOTAL OF
220,000,000 ORDINARY SHARES, ONLY IF THESE SHARES ARE
ISSUED IN CONNECTION WITH THE TAKE-OVER OF A BUSINESS OR
COMPANY
PROPOSAL #8.B: IT IS PROPOSED THAT THE EXECUTIVE BOARD ISSUER NO N/A N/A
BE APPOINTED AS THE CORPORATE BODY THAT WILL BE
AUTHORISED, UPON APPROVAL OF THE SUPERVISORY BOARD, TO
ISSUE PREFERENCE B SHARES AND TO GRANT THE RIGHT TO TAKE
UP SHARES WITH OR WITHOUT PREFERENTIAL RIGHTS OF
SHAREHOLDERS. THIS AUTHORITY APPLIES TO THE PERIOD
ENDING ON 26 OCTOBER 2006 (SUBJECT TO EXTENSION BY THE
GENERAL MEETING OF SHAREHOLDERS) FOR 10,000,000
PREFERENCE B SHARES WITH A NOMINAL VALUE OF EUR 0.24
EACH, PROVIDED THESE ARE ISSUED FOR A PRICE PER SHARE
THAT IS NOT BELOW THE HIGHEST PRICE PER DEPOSITARY
RECEIPT FOR AN ORDINARY SHARE, LISTED ON THE EURONEXT
AMSTERDAM STOCK EXCHANGE, ON THE DATE PRECEDING THE DATE
ON WHICH THE ISSUE OF PREFERENCE B SHARES OF THE
RELEVANT SERIES IS ANNOUNCED THIS AUTHORISATION WILL
ONLY BE USED IF AND WHEN ING GROEP N.V. IS OBLIGED TO
CONVERT THE ING PERPETUALS III INTO SHARES PURSUANT TO
THE CONDITIONS OF THE ING PERPETUALS III
PROPOSAL #9.: IT IS PROPOSED THAT THE EXECUTIVE BOARD BE ISSUER NO N/A N/A
AUTHORISED FOR A PERIOD OF EIGHTEEN MONTHS AS FROM 26
APRIL 2005, TO ACQUIRE BY ANY MEANS, FULLY PAID-UP
SHARES IN THE CAPITAL OF THE COMPANY OR DEPOSITARY
RECEIPTS FOR SUCH SHARES, UP TO THE LIMIT IMPOSED BY THE
LAW AND BY THE ARTICLES OF ASSOCIATION AT A PRICE WHICH
IS NOT LOWER THAN THE NOMINAL VALUE OF THE SHARES AND
NOT HIGHER THAN THE HIGHEST PRICE AT WHICH THE
DEPOSITARY RECEIPTS FOR THE COMPANY'S SHARES OF THE SAME
TYPE ARE TRADED ON THE EURONEXT AMSTERDAM STOCK MARKET
ON THE DATE ON WHICH THE PURCHASE CONTRACT IS SIGNED
PROPOSAL #10.: ANY OTHER BUSINESS AND CONCLUSION ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INI STEEL COMPANY
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/20/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE ACQUISITION OF HANBO STEEL AND ISSUER YES FOR N/A
CONSTRUCTION COMPANY, DANG-JIN IRON FACTORY ON THE
BASIS OF ASSETS SALES CONTRACT
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INI STEEL COMPANY
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENTS ISSUER YES FOR N/A
PROPOSAL #2.: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #3.: APPOINT THE MEMBER OF THE AUDITOR ISSUER YES ABSTAIN N/A
COMMITTEE AS THE OUTSIDE DIRECTORS
PROPOSAL #4.: APPROVE THE REMUNERATION LIMIT FOR THE ISSUER YES AGAINST N/A
DIRECTORS
PROPOSAL #5.: APPROVE THE STOCK CONSOLIDATION FOR ISSUER YES ABSTAIN N/A
CAPITAL REDUCTION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INTERCONTINENTAL HOTELS GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/1/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE COMPANY'S FINANCIAL STATEMENTS ISSUER YES FOR N/A
FOR THE YE 31 DEC 2004, TOGETHER WITH THE REPORTS OF
THE DIRECTORS AND THE AUDITORS
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 31 DEC 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ON THE ORDINARY ISSUER YES FOR N/A
SHARES
PROPOSAL #4.a: APPOINT MR. ANDREW COSSLETT AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.b: APPOINT MR. DAVID KAPPLER AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.c: RE-APPOINT MR. ROBERT C. LARSON AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #4.d: RE-APPOINT MR. RICHARD HARTAMN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #4.e: RE-APPOINT MR. RALPH KUGLER AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.f: RE-APPOINT MR. RICHARD SOLOMONS AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #5.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY TO HOLD THE OFFICE UNTIL THE
CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE TO BE LAID BEFORE THE COMPANY
PROPOSAL #6.: AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD ISSUER YES FOR N/A
TO AGREE THE AUDITORS REMUNERATION
PROPOSAL #7.: AUTHORIZE THE COMPANY AND ANY COMPANY THAT ISSUER YES FOR N/A
IS OR BECOMES A SUBSIDIARY OF THE COMPANY DURING THE
PERIOD TO WHICH THE RESOLUTION RELATES, 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 DURING THE PERIOD ENDING ON THE
DATE OF THE AGM IN 2006
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, PURSUANT TO, AND ISSUER YES FOR N/A
IN 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 EXERCISE, UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 225,019,783; AUTHORITY
EXPIRES AT THE EARLIER OF CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 01 SEP 2006
PROPOSAL #S.9: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ALL PREVIOUS AUTHORITIES, PURSUANT TO ANY AUTHORITY
FOR THE TIME BEING IN FORCE UNDER SECTION 80 OF THE
COMPANIES ACT 1985, AUTHORITY RELATES TO THE ALLOTMENT
OF EQUITY SECURITES RATHER THAN THE SALE OF THE TREASURY
SHARES WITH IN THE TERMS OF ARTICLE 13 OF THE ARTICLES
OF ASSOCIATIONS OF THE COMPANY; DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) OF THE
COMPANIES ACT : I) IN CONNECTION WITH A RIGHTS ISSUE;
II) AND IN CONNECTION WITH A RIGHTS ISSUE, UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 33,752,967; AUTHORITY
EXPIRES THE EARLIER OF THE NEXT AGM OF THE COMPANY OR 01
SEP 2006 ; AND THE DIRECTORS MAY MAKE ALLOTMENTS OF
EQUITY SECURITITES SHALL INCLUDE A SALE OF TREASURY
SHARES
PROPOSAL #S.10: 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 90,349,461 ORDINARY
SHARES OF 112 PENCE EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF 112 PENCE AND NOT MORE THAN 105%
ABOVE 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
NEXT AGM OF THE COMPANY OR 01 SEP 2006 ; 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: INTERCONTINENTAL HOTELS GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/1/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE A SCHEME OF ARRANGEMENT PROPOSED ISSUER YES FOR N/A
TO BE MADE BETWEEN THE COMPANY AND THE HOLDERS OF THE
SCHEME SHARES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INTERCONTINENTAL HOTELS GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/1/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE FOR THE PURPOSE OF GIVING EFFECT ISSUER YES FOR N/A
TO THE SCHEME OF ARRANGEMENT DATED 03 MAY 2005, BETWEEN
THE COMPANY AND THE HOLDERS OF ITS SCHEME SHARES AS
DEFINED IN THE SAID SCHEME , AND FOR THE IDENTIFICATION
SIGNED BY THE CHAIRMAN THEREOF IN ITS ORIGINAL FORM OR
WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR
CONDITION APPROVED OR IMPOSED BY THE COURT (THE SCHEME
): (A) THE CAPITAL OF THE COMPANY BE REDUCED BY
CANCELLING AND EXTINGUISHING ALL THE SCHEME SHARES AS
DEFINED IN THE SCHEME ; AND (B) SUBJECT TO AND FORTHWITH
UPON THE SAID REDUCTION OF CAPITAL TAKING EFFECT AND
NOTWITHSTANDING ANY OTHER PROVISION IN THE COMPANY'S
ARTICLES OF ASSOCIATION: (I) THE CAPITAL OF THE COMPANY
BE INCREASED TO ITS FORMER AMOUNT BY THE CREATION OF
SUCH NUMBER OF ORDINARY SHARES OF 112 PENCE EACH (
ORDINARY SHARES ) AS SHALL BE EQUAL TO THE NUMBER OF
SCHEME SHARES CANCELLED PURSUANT TO PARAGRAPH (A) ABOVE;
(II) THE RESERVE ARISING IN THE BOOKS OF ACCOUNT OF THE
COMPANY AS A RESULT OF THE SAID REDUCTION OF CAPITAL BE
CAPITALIZED AND APPLIED IN PAYING UP IN FULL AT PAR THE
ORDINARY SHARES, SUCH ORDINARY SHARES TO BE ALLOTTED
AND ISSUED CREDITED AS FULLY PAID TO NEW
INTERCONTINENTAL HOTELS GROUP PLC AND/OR ITS NOMINEE(S);
AND (III) THE DIRECTORS OF THE COMPANY, GENERALLY AND
UNCONDITIONALLY AUTHORITY FOR THE PURPOSE OF SECTION 80
OF THE COMPANIES ACT 1985, TO ALLOT THE ORDINARY SHARES
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 750,000,000;
AUTHORITY EXPIRES ON 31 DEC 2005 ; THIS AUTHORITY SHALL
BE IN ADDITION AND WITHOUT PREJUDICE TO ANY OTHER
AUTHORITY UNDER THE SAID SECTION 80 PREVIOUSLY GRANTED
AND IN FORCE ON THE DATE ON WHICH THIS RESOLUTION IS
PASSED; WITH EFFECT FROM THE PASSING OF THIS RESOLUTION,
THE ARTICLES OF ASSOCIATION OF THE COMPANY BE AMENDED
BY THE ADOPTION AND INCLUSION OF A NEW ARTICLE 11A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INTERCONTINENTAL HOTELS GROUP PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/10/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THAT, SUBJECT TO AND CONDITIONAL ISSUER YES FOR N/A
UPON ADMISSION OF THE NEW ORDINARY SHARES TO THE
OFFICIAL LIST OF THE UNITED KINGDOM LISTING AUTHORITY
AND TO TRADING ON THE LONDON STOCK EXCHANGE, ALL THE
ORDINARY SHARES OF GBP 1 EACH IN THE CAPITAL OF THE
COMPANY WHETHER ISSUED OR UNISSUED SHALL BE SUB-DIVIDED
INTO NEW ORDINARY SHARES OF 4 PENCE EACH IN THE CAPITAL
OF THE COMPANY INTERMEDIATE SHARES ; AND ALL THE
INTERMEDIATE SHARES THAT ARE UNISSUED SHALL BE
CONSOLIDATED INTO NEW ORDINARY SHARES OF 112 PENCE EACH
IN THE CAPITAL OF THE COMPANY UNISSUED NEW ORDINARY
SHARES , WHERE SUCH CONSOLIDATED WOULD RESULT IN A
FRACTION OF AN UNISSUED ORDINARY SHARE, THAT NUMBER OF
THE INTERMEDIATE SHARES WHICH WOULD CONSTITUTE SUCH
FRACTION SHALL BE CANCELLED PURSUANT TO SECTION
121(2)(E) OF THE COMPANIES ACT 1985; AND ALL THE
INTERMEDIATE SHARES THAT ARE IN ISSUE SHALL BE
CONSOLIDATED INTO NEW ORDINARY SHARES OF 112 PENCE EACH
IN THE CAPITAL OF THE COMPANY NEW ORDINARY SHARES ,
WHERE SUCH CONSOLIDATION RESULTS IN ANY MEMBER BEING
ENTITLED TO A FRACTION OF A NEW ORDINARY SHARE AND SUCH
FRACTION SHALL BE AGGREGATED WITH THE FRACTIONS OF A NEW
ORDINARY SHARES TO WHICH OTHER MEMBERS OF THE COMPANY;
AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO SELL ON
BEHALF OF THE RELEVANT MEMBERS, ALL THE NEW ORDINARY
SHARES REPRESENTING SUCH FRACTIONS AT THE BEST PRICE
REASONABLY OBTAIN BY ANY PERSON AND TO DISTRIBUTE THE
PROCEEDS OF SALE NET OF EXPENSES IN DUE PROPORTION
AMONG THE RELEVANT MEMBERS; AND AUTHORIZE ANY DIRECTOR
OF THE COMPANY TO EXECUTE AN INSTRUMENT OF TRANSFER IN
RESPECT OF SUCH SHARES ON BEHALF OF THE RELEVANT MEMBERS
AND TO DO ALL ACTS AND THINGS THEY CONSIDER NECESSARY
OR EXPEDIENT TO EFFECT THE TRANSFER OF SUCH SHARES TO,
OR IN ACCORDANCE WITH THE DIRECTIONS OF ANY BUYER OF ANY
SUCH SHARES
PROPOSAL #S.2: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 1, AND FOR THE PURPOSE OF SECTION
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES
SECTION 163 OF THE COMPANIES ACT 1985 OF NEW ORDINARY
SHARES UP TO 93,189,655, AT A MINIMUM PRICE WHICH MAY BE
PAID IS THE NOMINAL VALUE OF SUCH SHARE 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 OF
THE COMPANY OR 10 MAR 2006 , AND BEFORE THE EXPIRY, MAY
MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INTERNATIONAL POWER PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/25/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PURCHASE BY IPM EAGLE LLP, A ISSUER YES FOR N/A
LIMITED LIABILITY PARTNERSHIP IN WHICH THE COMPANY HOLDS
A 70% INTEREST, OR HIS NOMINEE(S), OF ALL OF THE ISSUED
SHARE CAPITAL OF MEC INTERNATIONAL B.V. AND RAPID
ENERGY LIMITED AND THE BENEFIT OF ALL PROMISSORY NOTES
AND OTHER OBLIGATIONS IF ANY REPRESENTING MONEY
BORROWED BY OR AN INSTALMENT OBLIGATION OF MEC
INTERNATIONAL B.V., RAPID ENERGY LIMITED OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES EACH AN ACQUIRED COMPANY , TO
EME OR ITS PARENT UNDERTAKINGS OR ITS RESPECTIVE
SUBSIDIARY UNDERTAKINGS OTHER THAN ACQUIRED COMPANY ,
ON THE TERMS OF THE ACQUISITION AGREEMENT AS SPECIFIED,
AND AUTHORIZE THE DIRECTORS TO TAKE ALL SUCH STEPS AS
MAY BE NECESSARY OR APPROPRIATE IN RELATION THERETO
INCLUDING, WITHOUT LIMITATION, TO CAUSE THE EME
PORTFOLIO AGREEMENTS AS SPECIFIED AND ALL MATTERS
PROVIDED THEREIN OR RELATED THERETO TO BE COMPLETED AND,
AT THEIR DISCRETION, TO AMEND, WAIVE, VARY OR EXTEND
ANY OF THE TERMS ANY EME PORTFOLIO AGREEMENT OR ANY
DOCUMENT REFERRED TO IN OR CONNECTED WITH AN EME
PORTFOLIO AGREEMENT IN WHATEVER WAY THEY MAY CONSIDER TO
BE NECESSARY OR DESIRABLE PROVIDED THAT ANY SUCH
AMENDMENT, WAIVER, VARIATION, OR EXTENSION IS NOT
MATERIAL
PROPOSAL #2.: AUTHORIZE THE COMPANY THAT THE SHARE ISSUER YES FOR N/A
CAPITAL BE INCREASED FROM GBP 850,000,001.21 TO GBP
1,133,000,001.21 BY THE CREATION OF 566,000,000 ORDINARY
SHARES OF 50 PENCE EACH
PROPOSAL #3.: AUTHORIZE THE DIRECTORS, PURSUANT TO AND ISSUER YES FOR N/A
IN ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT 1985
THE ACT , TO EXERCISE ALL THE POWERS OF THE COMPANY TO
ALLOT RELEVANT SECURITIES SECTION 80(2) OF THE ACT UP
TO AN AGGREGATE NOMINAL VALUE OF GBP 245,000,000;
AUTHORITY EXPIRES THE EARLIER OF, THE NEXT AGM IN 2005
OR 10 AUG 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
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INTERNATIONAL POWER PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/17/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS FOR THE YE 31 DEC ISSUER YES FOR N/A
2004 AND THE REPORT OF THE DIRECTORS, THE DIRECTORS
REMUNERATION REPORT AND THE REPORT OF THE AUDITORS ON
THE ACCOUNTS AND ON THE AUDITABLE PART OF THE DIRECTORS
REMUNERATION REPORT
PROPOSAL #2.: RE-APPOINT MR. STRUAN ROBERTSON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.: RE-APPOINT MR. PHIL COX AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: RE-APPOINT MR. ADRI BAAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: DECLARE A FINAL DIVIDEND OF 2.5P PER ISSUER YES FOR N/A
ORDINARY SHARE
PROPOSAL #6.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 31 DEC 2004
PROPOSAL #7.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS ISSUER YES FOR N/A
OF THE COMPANY TO HOLD OFFICE FROM THE CONCLUSION OF THE
AGM TO THE CONCLUSION OF THE NEXT AGM AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS
TO SET THEIR REMUNERATION
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, FOR THE PURPOSE ISSUER YES FOR N/A
OF SECTION 80 OF THE COMPANIES ACT 1985 THE ACT , TO
ALLOT RELEVANT SECURITIES SECTION 80(2) OF THE ACT UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 245,559,084;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY TO BE HELD IN 2006 OR 17 AUG 2006 ;
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.9: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ANY EXISTING AUTHORITY, SUBJECT TO THE PASSING OF
RESOLUTION 8 AND PURSUANT TO SECTION 95(1) OF THE
COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION
94 OF THE ACT 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 THE
HOLDERS OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 36,833,862; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY TO
BE HELD IN 2006 OR 17 AUG 2006 ; 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; THE POWER CONFERRED ON THE
DIRECTORS BY THIS RESOLUTION SHALL ALSO APPLY TO A 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 UP
TO 147,335,450 ORDINARY SHARES 10% OF THE ISSUED SHARE
CAPITAL AS AT 09 MAR 2005, AT A MINIMUM PRICE OF 50P AND
UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR
AN INTERNATIONAL POWER ORDINARY SHARES 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 TO BE HELD
IN 2006 OR 17 AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE INTERNATIONAL POWER
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ITOCHU CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND 7 YEN
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #5.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS AND CORPORATE AUDITORS
PROPOSAL #6.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
CORPORATE AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: J.SAINSBURY PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/12/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS AND THE ISSUER YES FOR N/A
AUDITORS REPORTS AND THE AUDITED ACCOUNTS FOR THE 52
WEEKS TO 27 MAR 2004
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE 52 WEEKS TO 27 MAR 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 11.36 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE
PROPOSAL #4.: ELECT MR. JUSTIN KING AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. JAMIE DUNDAS AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #6.: RE-ELECT LORD LEVENE OF PORTSOKEN AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #7.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES AGAINST N/A
THE AUDITORS AND AUTHORIZE THE DIRECTORS TO AGREE THEIR
REMUNERATION
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ANY EXISTING AUTHORITY AND PURSUANT TO SECTION 80 OF
THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES
SECTION 80 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
162,000,000; AUTHORITY EXPIRES THE EARLIER AT THE DATE
OF THE AGM IN 2009 OR 11 JUL 2009 ; AND THE DIRECTORS
MAY MAKE ALLOTMENTS DURING THE RELEVANT PERIOD WHICH MAY
BE EXERCISED AFTER THE RELEVANT PERIOD
PROPOSAL #S.9: AUTHORIZE THE DIRECTORS, BY THE ARTICLE 9 ISSUER YES FOR N/A
C OF THE ARTICLES OD ASSOCIATION, SUBJECT TO THE
PASSING OF RESOLUTION 8, TO ALLOT EQUITY SECURITIES
PURSUANT TO THE AUTHORITY CONTAINED IN THE ARTICLE 9(A)
AS IF THE STATUTORY PRE-EMPTION RIGHTS DID NOT APPLY TO
SUCH ALLOTMENT; UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
24,288,000 5% OF THE ISSUED SHARE CAPITAL ; AUTHORITY
EXPIRES THE EARLIER AT THE DATE OF THE AGM IN 2009 OR
11 JUL 2009 ; 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, FOR THE PURPOSE ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF UP TO 194,300,000
ORDINARY SHARES OF 25 PENCE EACH IN THE COMPANY
ORDINARY SHARES , AT A MINIMUM PRICE OF 25 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;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 15 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: J.SAINSBURY PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/12/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE THE B SHARE SCHEME ISSUER YES FOR N/A
PROPOSAL #S.2: AUTHORIZE THE COMPANY TO PURCHASE ITS OWN ISSUER YES FOR N/A
SHARES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JAPAN TOBACCO INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 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 JY5000, FINAL JY 7000,
SPECIAL JY 1000
PROPOSAL #2.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #4: APPROVE RETIREMENT BONUSES FOR DIRECTOR AND ISSUER YES AGAINST N/A
STATUTORY AUDITOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JFE HOLDINGS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND JPY 45
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #5.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES AGAINST N/A
FOR DIRECTORS AND CORPORATE AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JOHNSON ELECTRIC HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/20/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE AUDITED CONSOLIDATED ISSUER YES FOR N/A
ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND THE
AUDITORS FOR THE YE 31 MAR 2004
PROPOSAL #2.: DECLARE A FINAL DIVIDEND IN RESPECT OF THE ISSUER YES FOR N/A
YE 31 MAR 2004
PROPOSAL #3.a: RE-ELECT MR. PETER WANG KIN CHUNG AS A ISSUER YES ABSTAIN N/A
NON-EXECUTIVE DIRECTOR
PROPOSAL #3.b: RE-ELECT MR. PETER STUART ALLENBY EDWARDS ISSUER YES ABSTAIN N/A
AS A INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL #3.c: RE-ELECT MR. PATRICK BLACKWELL PAUL AS A ISSUER YES ABSTAIN N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL #3.d: RE-ELECT MR. MICHAEL JOHN ENRIGHT AS A ISSUER YES ABSTAIN N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL #4.: APPROVE TO CONFIRM THE REMUNERATION OF THE ISSUER YES ABSTAIN N/A
DIRECTORS
PROPOSAL #5.: RE-APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES ABSTAIN N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #6.: APPROVE TO FIX THE NUMBER OF DIRECTORS OF ISSUER YES FOR N/A
THE COMPANY AT 15 AND AUTHORIZE THE DIRECTORS TO ELECT
OR APPOINT ADDITIONAL DIRECTORS UP TO THE MAXIMUM OF 15
PROPOSAL #7.: AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUER YES AGAINST N/A
ISSUE, ALLOT AND DISPOSE OF ADDITIONAL SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AND OPTIONS DURING AND AFTER THE RELEVANT
PERIOD, NOT EXCEEDING 5% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY OTHERWISE
THAN PURSUANT TO: I) A RIGHTS ISSUE; OR II) THE EXERCISE
OF OPTIONS GRANTED UNDER THE COMPANY'S SHARE OPTION
SCHEME; 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 #8.: AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUER YES FOR N/A
PURCHASE ITS OWN SHARES OF THE COMPANY DURING THE
RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG
LIMITED OR ANY OTHER STOCK EXCHANGE RECOGNIZED FOR THIS
PURPOSE BY THE SECURITIES AND FUTURES COMMISSION OF HONG
KONG AND THE STOCK EXCHANGE OF HONG KONG LIMITED UNDER
THE HONG KONG CODE ON SHARE REPURCHASES FOR SUCH
PURPOSES, SUBJECT TO AND IN ACCORDANCE WITH ALL
APPLICABLE LAWS, 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 #9.: APPROVE, CONDITIONAL UPON THE PASSING OF ISSUER YES FOR N/A
RESOLUTIONS 7 AND 8, TO ADD THE AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE
COMPANY PURSUANT TO RESOLUTION 8, TO THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY THAT
MAY BE ALLOTTED PURSUANT TO RESOLUTION 7, PROVIDED THAT
SUCH AMOUNT SHALL 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 THE BYE-LAWS OF THE COMPANY: 1) ISSUER YES FOR N/A
BYE-LAW 1; 2) BYE-LAW 85A; 3) BYE-LAW 108(B); AND 4)
BYE-LAW 114
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JS GROUP CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2005 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: APPROVE PAYMENT OF ANNUAL BONUSES TO ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #3: AMEND ARTICLES TO: AUTHORIZE PUBLIC ISSUER YES FOR N/A
ANNOUNCEMENTS IN ELECTRONIC FORMAT
PROPOSAL #4.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5: APPROVE RETIREMENT BONUS FOR DIRECTOR ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KAO CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND JPY 19
PROPOSAL #2.: APPROVE PURCHASE OF OWN SHARES ISSUER YES FOR N/A
PROPOSAL #3.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #4.: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE THE ISSUANCE OF STOCK ACQUISITION ISSUER YES FOR N/A
RIGHTS AS STOCK OPTIONS ON FAVORABLE
CONDITIONS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KAWASAKI HEAVY INDS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND 2.5 YEN
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.3: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.4: APPOINT A CORPORATE AUDITOR SUBSTITUTE ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES AGAINST N/A
FOR DIRECTORS AND CORPORATE AUDITORS
PROPOSAL #6.: GRANT ACCRUED BENEFITS TO CONTINUING ISSUER YES AGAINST N/A
DIRECTORS AND CORPORATE AUDITORS, DUE TOTHE ABOLISHMENT
OF THE RETIREMENT BONUS SYSTEM
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KBC BANCASSURANCE HOLDING SA, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/2/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL ACCOUNTS AND ANNUAL ISSUER NO N/A N/A
REPORTS OF THE YEARS 2001 TILL 2004; APPROVE TO MERGE
AND AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE THE
ISSUED CAPITAL
PROPOSAL #2.: APPROVE THE ANNOUNCEMENT OF THE MAJOR ISSUER NO N/A N/A
CHANGES IN THE CAPITAL OF THE COMPANY WITH RESPECT TO
THE MERGER
PROPOSAL #3.: APPROVE TO MERGE ISSUER NO N/A N/A
PROPOSAL #4.: APPROVE TO INCREASE THE ISSUED CAPITAL OF ISSUER NO N/A N/A
THE COMPANY
PROPOSAL #5.: APPROVE TO NULLIFY THE OWN SHARES ISSUER NO N/A N/A
PROPOSAL #6.: AMEND THE ARTICLES OF THE ASSOCIATION ISSUER NO N/A N/A
RELATED TO THE CAPITAL INCREASE AND NULLIFICATION OF OWN
SHARES
PROPOSAL #7.: APPROVE TO CHANGE THE NAME OF THE COMPANY ISSUER NO N/A N/A
INTO KBC GROUP
PROPOSAL #8.: AMEND THE ARTICLES OF THE ASSOCIATION ISSUER NO N/A N/A
RELATED TO THE EXTENSION OF THE AUTHORIZATION OF THE
BOARD OF DIRECTORS TO INCREASE THE CAPITAL
PROPOSAL #9.: APPROVE TO AMEND OTHER ARTICLES OF THE ISSUER NO N/A N/A
ASSOCIATION
PROPOSAL #10.: APPROVE THE RESIGNATION AND APPOINTMENT ISSUER NO N/A N/A
OF BOARD MEMBERS
PROPOSAL #11.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
IMPLEMENT THE DECISIONS
PROPOSAL #12.: GRANT AUTHORITY TO COORDINATE THE CHANGES ISSUER NO N/A N/A
TO THE AMENDMENTS TO THE ARTICLES OF THE ASSOCIATION
PROPOSAL #13.: GRANT AUTHORITY TO ADOPT THE REGISTRATION ISSUER NO N/A N/A
OF THE COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KBC GROUPE SA, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE COMPANY AND THE CONSOLIDATED ISSUER NO N/A N/A
2004 ANNUAL REPORT OF THE BOARD OF DIRECTORS OF ALMANIJ
NV
PROPOSAL #2.: RECEIVE THE BOARD OF AUDITORS REPORT ON ISSUER NO N/A N/A
THE COMPANY AND THE CONSOLIDATED ANNUAL ACCOUNTS OF
ALMANIJ NV FOR THE FYE 31 DEC 2004
PROPOSAL #3.: RECEIVE THE CONSOLIDATED ANNUAL ACCOUNTS ISSUER NO N/A N/A
OF ALMANIJ NV FOR THE FYE 31 DEC 2004
PROPOSAL #4.: APPROVE THE COMPANY ANNUAL ACCOUNTS OF ISSUER NO N/A N/A
ALMANIJ NV FOR THE FYE 31 DEC 2004
PROPOSAL #5.: RECEIVE THE COMPANY AND THE CONSOLIDATED ISSUER NO N/A N/A
2004 ANNUAL REPORT OF THE BOARD OF DIRECTORS KBC BANK
AND INSURANCE HOLDING COMPANY NV
PROPOSAL #6.: RECEIVE THE STATUTORY AUDITOR'S REPORT ON ISSUER NO N/A N/A
THE COMPANY AND THE CONSOLIDATED ANNUAL ACCOUNTS OF KBC
BANK AND INSURANCE HOLDING COMPANY NV
PROPOSAL #7.: RECEIVE THE CONSOLIDATED ANNUAL ACCOUNTS ISSUER NO N/A N/A
OF KBC BANK AND INSURANCE HOLDING COMPANY NV FOR THE FYE
31 DEC 2004
PROPOSAL #8.: APPROVE THE COMPANY ANNUAL ACCOUNTS OF KBC ISSUER NO N/A N/A
BANK AND INSURANCE HOLDING COMPANY NV FOR THE FYE 31
DEC 2004
PROPOSAL #9.: APPROVE THE APPROPRIATION OF PROFIT BY ISSUER NO N/A N/A
ALMANIJ NV AND KBC BANK AND INSURANCE HOLDING COMPANY NV
FOR FYE 31 DEC 2004; MOTION TO PAY OUT A TOTAL GROSS
DIVIDEND OF EUR 1.84 PER KBC GROUP NV SHARE
PROPOSAL #10.: GRANT DISCHARGE TO THE DIRECTORS OF ISSUER NO N/A N/A
ALMANIJ NV
PROPOSAL #11.: GRANT DISCHARGE TO THE DIRECTORS OF KBC ISSUER NO N/A N/A
BANK AND INSURANCE HOLDING COMPANY NV
PROPOSAL #12.: GRANT DISCHARGE TO THE BOARD OF AUDITORS ISSUER NO N/A N/A
OF ALMANIJ NV
PROPOSAL #13.: GRANT DISCHARGE TO THE STATUTORY AUDITOR ISSUER NO N/A N/A
OF KBC BANK AND INSURANCE HOLDING COMPANY NV
PROPOSAL #14.: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. LUC PHILIPS FOR A PERIOD OF 4 YEARS, I.E. UNTIL
AFTER THE AGM OF 2009
PROPOSAL #15.: APPROVE THE MERGER WITH ALMANIJ TO ISSUER NO N/A N/A
INCREASE THE REMUNERATION OF THE STATUTORY AUDITOR TO
EUR 60,000 PER ANNUM FOR THE YEARS 2005 AND 2006
PROPOSAL #16.: AUTHORIZE THE BOARD OF DIRECTORS OF KBC ISSUER NO N/A N/A
GROUP NV OF THE DIRECT SUBSIDIARIES, WITH THE
POSSIBILITY OF FURTHER DELEGATION TO ACQUIRE AND TAKE IN
PLEDGE SHARES IN THE COMPANY OVER A PERIOD OF 18
MONTHS, AS LONG AS THE FRACTIONAL VALUE OF THE COMPANY'S
SHARES HELD IN PLEDGE DOES NOT EXCEED 10% OF ITS ISSUED
CAPITAL, AT A PRICE PER SHARE THAT MAY NOT BE LOWER
THAN THE LAST CLOSING PRICE OF THE SHARES ON EURONEXT
BRUSSELS BEFORE THE DATE OF ACQUISITION LESS 10% AND NOT
HIGHER THAN THE SAME CLOSING PRICE PLUS TEN PER CENT;
AUTHORITY VALID FOR ALL ACQUISITIONS MADE FOR
CONSIDERATION IN THE BROADEST SENSE OF THE TERM, ON OR
OFF AN EXCHANGE; THIS AUTHORIZATION TO BUY BACK OWN
SHARES REPLACES THAT GRANTED BY THE GENERAL MEETING OF
29 APR 2004 AS SPECIFIED
PROPOSAL #17.: CORPORATE GOVERNANCE: PROVISION OF ISSUER NO N/A N/A
INFORMATION
PROPOSAL #18.: OTHER BUSINESS ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KINGFISHER PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE REPORT OF THE ISSUER YES FOR N/A
DIRECTORS INCLUDING THE CORPORATE GOVERNANCE REPORT AND
THE FINANCIAL STATEMENTS ANNUAL REPORT AND ACCOUNTS
FOR THE YE 29 JAN 2005, TOGETHER WITH THE REPORT OF THE
AUDITORS
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 29 JAN 2005
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 6.8 PENCE ON ISSUER YES FOR N/A
THE ORDINARY SHARES FOR PAYMENT ON 03 JUN 2005
PROPOSAL #4.: RE-ELECT MR. PHIL BENTLEY AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION OF THE COMPANY
PROPOSAL #5.: RE-ELECT DR. GERRY MURPHY AS A DIRECTOR, ISSUER YES AGAINST N/A
WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. JOHN NELSON AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION OF THE COMPANY
PROPOSAL #7.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE COMPANY'S AUDITORS AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
PROPOSAL #8.: AUTHORIZE THE DIRECTORS OF THE COMPANY, IN ISSUER YES FOR N/A
SUBSTITUTION FOR ANY EXITING AUTHORITY, TO ALLOT
RELEVANT SECURITIES AS DEFINED IN SECTION 80 OF THE
COMPANIES ACT 1985 THE ACT UP TO AN AGGREGATE NOMINAL
VALUE OF THE RELEVANT SECURITIES ALLOTTED UNDER THIS
AUTHORITY SHALL NOT EXCEED GBP 105,980,861; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 01 DEC 2006 ; 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.9: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ANY EXISTING AUTHORITY AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94(2) TO SECTION 94(3A), DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY
SECURITIES I) IN CONNECTION WITH AN ISSUE FOR CASH; II)
FOR CASH WHERE THIS AUTHORITY SHALL BE LIMITED IN
AGGREGATE TO THE ALLOTMENT OF, OR INVOLVING EQUITY SHARE
CAPITAL NOT EXCEEDING 5% OF THE NOMINAL VALUE OF THE
ISSUED SHARE CAPITAL OF THE COMPANY AS AT THE DATE
HEREOF; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY OR 01 DEC 2006 ; 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 44 OF THE COMPANY'S ARTICLES OF ASSOCIATION AND
SECTION 166 OF THE ACT, TO MAKE MARKET PURCHASES
SECTION 163(3) OF UP TO 234,830,336 ORDINARY SHARES AND
THE MINIMUM PRICE SHALL BE THE NOMINAL VALUE THEREOF,
IN BOTH CASES EXCLUSIVE OF ADVANCE CORPORATION TAX, IF
ANY, PAYABLE TO THE COMPANY 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 OR 01
DEC 2006 ; 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: KOBE STL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 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 3, SPECIAL
JY 0
PROPOSAL #2: AMEND ARTICLES TO: AUTHORIZE PUBLIC ISSUER YES FOR N/A
ANNOUNCEMENTS IN ELECTRONIC FORMAT
PROPOSAL #3: APPROVE TRANSFER OF COMPANY'S REAL ESTATE ISSUER YES FOR N/A
RELATED BUSINESS TO WHOLLY-OWNEDSUBSIDIARY
PROPOSAL #4.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.9: ELECT DIRECTOR ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KONINKLIJKE PHILIPS ELECTRONICS N V
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE GENERAL MEETING ISSUER NO N/A N/A
PROPOSAL #2.a: ADOPTION OF THE 2004 FINANCIAL STATEMENTS ISSUER NO N/A N/A
PROPOSAL #2.b: EXPLANATION OF POLICY ON ADDITIONS TO ISSUER NO N/A N/A
RESERVES AND DIVIDENDS
PROPOSAL #2.c: ADOPTION OF THE DIVIDEND TO SHAREHOLDERS ISSUER NO N/A N/A
OF EUR 0.40 PER COMMON SHARE
PROPOSAL #2.d: DISCHARGE OF THE RESPONSIBILITIES OF THE ISSUER NO N/A N/A
MEMBERS OF THE BOARD OF MANAGEMENT
PROPOSAL #2.e: DISCHARGE OF THE RESPONSIBILITIES OF THE ISSUER NO N/A N/A
MEMBERS OF THE SUPERVISORY BOARD
PROPOSAL #3.a: DISCUSSION ON CORPORATE GOVERNANCE ISSUER NO N/A N/A
STRUCTURE
PROPOSAL #3.b: AMENDMENT OF THE ARTICLES OR ASSOCIATION ISSUER NO N/A N/A
OF THE COMPANY
PROPOSAL #4.: RE-APPOINTMENT OF KPMG ACCOUNTANTS N.V. AS ISSUER NO N/A N/A
EXTERNAL AUDITOR OF THE COMPANY
PROPOSAL #5.a: RE-APPOINTMENT OF MR G.J. KLEISTERLEE AS ISSUER NO N/A N/A
PRESIDENT/CEO AND MEMBER OF THE BOARD OF MANAGEMENT
PROPOSAL #5.b: APPOINTMENT OF MR. P.J. SIVIGNON AS ISSUER NO N/A N/A
MEMBER OF THE BOARD OF MANAGEMENT
PROPOSAL #6.a: RE-APPOINTMENT OF MR. L. SCHWEITZER AS ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #6.b: APPOINTMENT OF MR. N.L. WONG AS MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #6.c: APPOINTMENT OF MR. J.J. SCHIRO AS MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #7.: ADOPTION OF THE CHANGE OF THE REMUNERATION ISSUER NO N/A N/A
FOR THE MEMBERS OF THE SUPERVISORY BOARD
PROPOSAL #8.: AUTHORIZATION OF THE BOARD OF MANAGEMENT ISSUER NO N/A N/A
TO (I) ISSUE OR GRANT RIGHTS TO ACQUIRE SHARES AND (II)
RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS
PROPOSAL #9.: AUTHORIZATION OF THE BOARD OF MANAGEMENT ISSUER NO N/A N/A
TO ACQUIRE SHARES IN THE COMPANY
PROPOSAL #10.: ANY OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #11.: CLOSING OF THE GENERAL MEETING ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KOOKMIN BANK
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/29/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MR. JUNG WON KANG AS AN EXECUTIVE ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #2.: APPROVE THE STOCK OPTION FOR THE STAFF: ISSUER YES FOR N/A
5,000 SHARES TO THE OUTSIDE DIRECTOR MR. DONG SU JUNG,
5,000 SHARES TO MR. MUN YOUL CHOI, 5,000 SHARES TO MR.
WANG HA JO, 5,000 SHARES TO MR. YOUNG SUN JUN AND 10,000
SHARES TO THE VICE CHAIRMAN, MR. JUNG YOUNG KANG
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KOOKMIN BANK
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET, INCOME ISSUER YES FOR N/A
STATEMENT AND THE STATEMENT OF APPROPRIATION OF
UNAPPROPRIATED RETAINED EARNINGS
PROPOSAL #2.: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #3.: ELECT THE NOMINEES FOR MEMBER OF AUDITOR ISSUER YES ABSTAIN N/A
COMMITTEE WHO ARE NOT OUTSIDE DIRECTORS
PROPOSAL #4.: ELECT THE NOMINEES FOR MEMBER OF AUDITOR ISSUER YES ABSTAIN N/A
COMMITTEE WHO ARE OUTSIDE DIRECTORS
PROPOSAL #5.: APPROVE THE STOCK OPTION FOR STAFF ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LG CHEM LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/17/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE 4TH FINANCIAL STATEMENTS, CASH ISSUER YES FOR N/A
DIVIDEND ON ORDINARY SHARES: KRW 1,500, CASH DIVIDEND
ON PREFERRED SHARES: KRW 1,550
PROPOSAL #2.: APPROVE THE PARTIAL AMENDMENT TO THE ISSUER YES AGAINST N/A
ARTICLES OF INCORPORATION STOCK OPTION FOR STAFF
PROPOSAL #3.: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #4.: APPROVE THE REMUNERATION LIMIT FOR THE ISSUER YES FOR N/A
DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LINDE AG, WIESBADEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/8/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
ANNUAL REPORT FOR THE 2004 FINANCIAL YEAR 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 149,159,217.50 AS FOLLOWS:
PAYMENT OF DIVIDEND OF EUR 1.25 PER SHARE EX-DIVIDEND
AND PAYABLE DATE 09 JUN 2005
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 DEUTSCHE TREUHAND- ISSUER NO N/A N/A
GESLELLSCHAFT AG, BERLIN AND FRANKFURT AS THE AUDITORS
FOR THE 2005 FY
PROPOSAL #6.: AUTHORIZE THE COMPANY TO ACQUIRE OWN ISSUER NO N/A N/A
SHARES OF UP TO 10% OF ITS SHARE CAPITAL THROUGH THE
STOCK EXCHANGE AT PRICES NEITHER MORE THAN 10% ABOVE,
NOR MORE THAN 20% BELOW, THE MARKET PRICE OF THE SHARES
OR BY WAY OF A REPURCHASE OFFER AT PRICES NOT DEVIATING
MORE THAN 20% FROM THE MARKET PRICE OF THE SHARES, ON OR
BEFORE 30 NOV 2006 AND AUTHORIZE THE BOARD OF DIRECTORS
TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN THE
STOCK EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE
SHARES ARE USED FOR ACQUISITION PURPOSES, TO USE THE
SHARES FOR THE FULFILLMENT OF OPTION AND/OR CONVERTIBLE
RIGHTS, AS EMPLOYEE SHARES, OR WITHIN THE SCOPE OF THE
LINDE-MANAGEMENT INCENTIVE PROGRAM AND TO SELL THE
SHARES AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE AND TO RETIRE THE SHARES
PROPOSAL #7.: AUTHORIZE THE BOARD OF DIRECTORS, WITH THE ISSUER NO N/A N/A
CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE
COMPANY'S SHARE CAPITAL BY UP TO EUR 80,000,000 THROUGH
THE ISSUE OF NEW BEARER NO-PAR SHARES AGAINST PAYMENT IN
CASH, ON OR BEFORE 7 JUN 2010; SHAREHOLDERS SHALL BE
GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL AMOUNTS,
FOR THE GRANTING OF SUCH RIGHTS TO HOLDERS OF
PREVIOUSLY ISSUED CONVERTIBLE AND/OR OPTION RIGHTS, FOR
THE ISSUE OF EMPLOYEE SHARES OF UP TO EUR 3,500,000, AND
FOR A CAPITAL INCREASE OF UP TO 10% OF THE COMPANY'S
SHARE CAPITAL IF THE NEW SHARES ARE ISSUED AT A PRICE
NOT MATERIALLY BELOW THE MARKET PRICE OF IDENTICAL SHARES
PROPOSAL #8.: AUTHORIZE THE BOARD OF DIRECTORS, WITH THE ISSUER NO N/A N/A
CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE
COMPANY'S CAPITAL BY UP TO EUR 40,000,0000 THOROUGH THE
ISSUE OF NEW BEARER NO-PAR SHARES AGAINST PAYMENT IN
CASH AND/OR KING, ON OR BEFORE 7 JUN 2010; SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION FOR A CAPITAL INCREASE
AGAINST PAYMENT IN CASH; SHAREHOLDERS SUBSCRIPTION
RIGHTS MAY BE EXCLUDED FOR RESIDUAL AMOUNTS, FOR THE
GRANTING OF SUCH RIGHTS MAY TO HOLDERS OF PREVIOUSLY
ISSUED CONVERTIBLE AND/OR OPTION RIGHTS, AND FOR THE
ISSUE OF SHARES IN CONNECTION WITH MERGERS AND
ACQUISITIONS
PROPOSAL #9.: AUTHORIZE THE BOARD OF DIRECTORS, WITH THE ISSUER NO N/A N/A
CONSENT OF THE SUPERVISORY BOARD, TO ISSUE BONDS OF UP
TO EUR 1,000,000,000, HAVING A TERM OF UP TO 10 YEARS
AND CONFERRING CONVERTIBLE AND/OR OPTIONS RIGHTS FOR NEW
SHARES OF THE COMPANY, ON OR BEFORE 7 JUN 2010;
SHAREHOLDERS SUBSCRIPTION RIGHTS SHALL BE EXCLUDED FOR
THE ISSUE OF BONDS CONFERRING CONVERTIBLE AND/OR OPTION
RIGHTS FOR SHARES OF THE COMPANY OF UP TO 10% OF ITS
SHARE CAPITAL IF SUCH BONDS ARE ISSUED AT A PRICE NOT
MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE, FOR
RESIDUAL AMOUNTS, AND FOR THE GRANTING OF SUCH RIGHTS TO
OTHER BONDHOLDERS; THE COMPANY'S SHARE CAPITAL SHALL BE
INCREASED ACCORDINGLY BY UP TO EUR 50,000,000 THROUGH
THE ISSUE OF UP TO 19,531,250 NEW NO-PAR SHARES, IN SO
FAR AS CONVERTIBLE AND/OR OPTION RIGHTS ARE EXERCISED
CONTINGENT CAPITAL 2005
PROPOSAL #10.: APPROVE THAT FROM THE 2005 FY ON, EACH ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD SHALL RECEIVE A FIXED
ANNUAL REMUNERATION OF EUR 35,000 PLUS A VARIABLE
REMUNERATION OF EUR 300 PER EUR 0.01 DIVIDEND PER SHARE
IN EXCESS OF EUR 0.50, AND OF EUR 450 FOR EVERY 1%
RETURN ON CAPITAL EMPLOYED IN EXCESS OF 7%; THE CHAIRMAN
OF THE SUPERVISORY BOARD SHALL RECEIVE THREE TIMES, THE
DEPUTY CHAIRMAN OF THE SUPERVISORY BOARD AND EVERY
MEMBER OF THE PERMANENT COMMITTEE ONE AND A HALF TIMES,
THESE AMOUNTS AND AN ATTENDANCE FEE OF EUR 500 PER
SUPERVISOR BOARD MEETING OR COMMITTEE MEETING SHALL BE
PAID AS WELL AND THE MEMBERS OF THE AUDIT COMMITTEE
SHALL ALSO RECEIVE AN ADDITIONAL REMUNERATION OF EUR
20,000 THE CHAIRMAN EUR 40,000 AND AUTHORIZE THE
COMPANY TO TAKE OUT D+O INSURANCE FOR THE MEMBERS OF THE
SUPERVISORY BOARD AND AMEND THE ARTICLES OF ASSOCIATION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LLOYDS TSB GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND THE REPORTS OF ISSUER YES FOR N/A
THE DIRECTORS AND OF THE AUDITORS FOR THE YE 31 DEC 2004
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
CONTAINED IN THE REPORT AND ACCOUNTS
PROPOSAL #3.a: ELECT SIR JULIAN HORN-SMITH AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES UNDER ARTICLE 79 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #3.b: ELECT MR. G.T. TATE AS A DIRECTOR, WHO ISSUER YES FOR N/A
RETIRES UNDER ARTICLE 79 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #4.a: RE-ELECT MR. G.J.N GEMMELL AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES UNDER ARTICLE 82 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #4.b: RE-ELECT MR. M. E. FAIREY AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES UNDER ARTICLE 82 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #4.c: RE-ELECT DR. D.S. JULIUS AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES UNDER ARTICLE 82 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #5.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR 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 ISSUER YES FOR N/A
ON 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 2006 OR ON 04 AUG 2006,
WHICHEVER IS EARLIER, AND FOR THAT PERIOD THE SECTION 80
AMOUNT SHALL BE GBP 40,000,000 USD 40,000,000, EUR
40,000,000 AND JPY 1,250,000,000
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 70,942,899
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
20066 OR 04 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
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ISSUER: LONZA GROUP AG, BASEL
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR 2004AND THE AUDITORS REPORT
PROPOSAL #2.: APPROVE THE CONSOLIDATED FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR 2004, THE AUDITORS REPORT AS THE GROUP
AUDITORS
PROPOSAL #3.: APPROVE THE APPROPRIATION OF AVAILABLE ISSUER YES FOR N/A
EARNINGS; THE AVAILABLE EARNINGS BROUGHT FORWARD IS CHF
675,527,850; THE NET INCOME FOR THE YEAR IS CHF
201,257,424; THE AVAILABLE EARNINGS AT THE DISPOSAL OF
THE AGM IS CHF 876,785,274; THE PAYMENT OF A DIVIDEND OF
CHF 1.30 PER SHARE ON THE SHARE CAPITAL ELIGIBLE FOR
DIVIDEND OF CHF 47,379,425 IS CHF 61,593,253 AND
AVAILABLE EARNINGS CARRY-FORWARD IS CHF 815,192,021
PROPOSAL #4.: RATIFY THE ACTS OF MESSRS. PETER ISSUER YES FOR N/A
KALANTZIS, BERNARD MACH, SERGIO MARCHIONNE, RICHARD
SYKES, PETER WILDEN, WHO ARE THE MEMBERS OF THE BOARD OF
DIRECTORS
PROPOSAL #5.: APPROVE THE CREATION OF CONDITIONAL ISSUER YES FOR N/A
CAPITAL IN A MAXIMUM AMOUNT OF CHF 2,500,000 AND AMEND
THE ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #6.1: RE-ELECT MR. PETER KALANTZIS AS THE BOARD ISSUER YES FOR N/A
OF DIRECTORS
PROPOSAL #6.2: RE-ELECT MR. BERNARD MACH AS THE BOARD OF ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #6.3: RE-ELECT MR. RICHARD SYKES AS THE BOARD ISSUER YES FOR N/A
OF DIRECTORS
PROPOSAL #6.4: RE-ELECT MR. PETER WILDEN AS THE BOARD OF ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #6.5: ELECT MR. ROLF SOIRON AS THE BOARD OF ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #7.: RE-ELECT KPMG FIDES PEAT, ZURICH, AS THE ISSUER YES FOR N/A
STATUTORY AUDITORS ALSO TO ACT AS THE GROUP AUDITORS ,
FOR THE FY 2005
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ISSUER: LUXOTTICA GROUP S.P.A.
TICKER: LUX CUSIP: 55068R202
MEETING DATE: 9/14/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1: FIXING THE NUMBER OF DIRECTORS TO SERVE ON ISSUER YES ABSTAIN AGAINST
THE BOARD OF DIRECTORS AT TWELVE, THE ELECTION OF THE
DIRECTOR WHO WAS APPOINTED BY THE BOARD OF DIRECTORS ON
JULY 27, 2004 AND THE ELECTION OF THREE ADDITIONAL
DIRECTORS.
PROPOSAL #O2: DETERMINATION OF THE COMPENSATION FOR THE ISSUER YES FOR FOR
BOARD OF DIRECTORS TO BE EFFECTIVE FROM SEPTEMBER 1,
2004 AND THROUGH THE DATE OF THE APPROVAL OF THE
STATUTORY FINANCIAL STATEMENTS AS OF AND FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2004.
PROPOSAL #O3: APPROVAL OF THE SHAREHOLDERS MEETING ISSUER YES FOR FOR
RULES.
PROPOSAL #E1: DELETION OF THE SECOND PARAGRAPH OF ISSUER YES AGAINST AGAINST
ARTICLE 32 OF THE BY-LAWS; AND CONSEQUENT RESOLUTIONS.
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ISSUER: MAN AG, MUENCHEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
ANNUAL REPORT FOR THE FY 2004, ALONG 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 154,392,000 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1.05 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.05 PER PREFERENCE SHARE
EX-DIVIDEND AND PAYABLE DATE: 06 JUN 2005
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 188,211,200 THROUGH THE
ISSUE OF NEW BEARER NO PAR SHARES AGAINST PAYMENT IN
CASH AND/OR KIND, ON OR BEFORE 02 JUN 2010; SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS, EXCEPT FOR THE
GRANTING OF SUCH RIGHTS TO BONDHOLDERS, FOR AN AMOUNT OF
UP TO 10% OF THE SHARE CAPITAL IF THE NEW SHARES ARE
ISSUED AT A PRICE NOT MATERIALLY BELOW THE MARKET PRICE
OF IDENTICAL SHARES, FOR RESIDUAL AMOUNTS, AND FOR A
CAPITAL INCREASE AGAINST PAYMENT IN KIND
PROPOSAL #6.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS, ISSUER NO N/A N/A
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BONDS OF UP TO EUR 1,500,000,000 HAVING A TERM OF UP TO
20 YEARS AND CONFERRING CONVERTIBLE OR OPTION RIGHTS FOR
NEW SHARES OF THE COMPANY, ON OR BEFORE 02 JUN 2010;
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS,
EXCEPT FOR THE ISSUE OF BONDS AT A PRICE NOT MATERIALLY
BELOW THEIR THEORETICAL MARKET VALUE, FOR RESIDUAL
AMOUNTS, AND FOR THE GRANTING OF SUCH RIGHTS TO OTHER
BOND HOLDERS; THE SHARE CAPITAL SHALL BE INCREASED
ACCORDINGLY BY UP TO EUR 76,800,000 THROUGH THE ISSUE OF
NEW BEARER NO PAR SHARES, INSOFAR AS CONVERTIBLE OR
OPTION RIGHTS ARE EXERCISED
PROPOSAL #7.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS ISSUER NO N/A N/A
TO ACQUIRE ORDINARY AND/OR PREFERENCE SHARES OF THE
COMPANY OF UP TO 10% OF THE SHARE CAPITAL, AT PRICES NOT
DEVIATING MORE THAN 20% FROM THE MARKET PRICE OF THE
SHARES, ON OR BEFORE 02 DEC 2006; THE SHARES MAY BE SOLD
AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE,
USED FOR ACQUISITION PURPOSES OR TO SATISFY EXISTING
CONVERTIBLE OR OPTION RIGHTS, AND RETIRED
PROPOSAL #8.: AMEND THE ARTICLES OF ASSOCIATION ISSUER NO N/A N/A
REGARDING SHAREHOLDERS WISHING TO ATTEND THE SHAREHOLDER
MEETING BEING REQUIRED TO REGISTER WITHIN THE STATUTORY
REGISTRATION PERIOD AND TO PROVIDE EVIDENCE OF THEIR
ENTITLEMENT TO VOTE
PROPOSAL #9.: APPOINT KPMG, MUNICH AS THE AUDITORS FOR ISSUER NO N/A N/A
THE FY 2005
PROPOSAL #10.1: ELECT PROFFESOR DR. RER. POL. RENATE ISSUER NO N/A N/A
KOECHER AS A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #10.2: ELECT MR. MICHAEL BEHRENDT AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #10.3: ELECT MR. DR. ING. HERBERT H. DEMEL AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #10.4: ELECT MR. KLAUS EBERHARDT AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #10.5: ELECT MR. DR. RER NAT HUBERTUS VON ISSUER NO N/A N/A
GRUENBERG AS A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #10.6: ELECT MR. DR. JUR KARL-LUDWIG KLEY AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #10.7: ELECT MR. PROF. DR.ING, DR. H.C. MULT, ISSUER NO N/A N/A
DR.-ING. E.H. MULT. JOACHIM MILBERG AS THE MEMBER'S OF
THE SUPERVISORY BOARD
PROPOSAL #10.8: ELECT MR. DR.-ING. E.H. RUDOLF RUPPRECHT ISSUER NO N/A N/A
AS A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #10.9: ELECT MR. PROF. DR. ING, DR. H.C. ISSUER NO N/A N/A
EKKEHARD D. SCHULZ AS THE MEMBER'S OF THE SUPERVISORY
BOARD
PROPOSAL #10.10: ELECT MR. DR. RER. NAT. HANNS-HELGE ISSUER NO N/A N/A
STECHL AS A MEMBER OF THE SUPERVISORY BOARD
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MANULIFE FINL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MESSRS. KEVIN E. BENSON, JOHN M. ISSUER YES FOR N/A
CASSADAY, LINO J. CELESTE, GAIL C.A. COOK-BENNETT,
DOMINIC D ALESSANDRO, THOMAS P. D AQUINO, RICHARD B.
DEWOLFE, ROBERT E. DINEEN, PIERRE Y. DUCROS, ALLISTER P.
GRAHAM, THOMAS E. KIERANS, LORNA R. MARSDEN, ARTHUR R.
SAWCHUK, HUGH W. SLOAN, GORDON G. THIESSEN AND MICHAEL
H. WILSON AS THE DIRECTORS OF THE COMPANY
PROPOSAL #2.: APPOINT ERNST & YOUNG LLP AS THE AUDITORS ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #3.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: APPROVE THE MANULIFE FINANCIAL
CORPORATION LIMIT TO 10 THE NUMBER OF YEARS DURING WHICH
AN INDEPENDENT DIRECTOR MAY SIT ON THE BOARD OF
DIRECTORS
PROPOSAL #4.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: APPROVE THAT MANULIFE FINANCIAL
CORPORATION INTRODUCE A CUMULATIVE VOTING MECHANISM FOR
ELECTING THE MEMBERS OF THE BOARD OF DIRECTORS, THEREBY
GIVING MINORITY SHAREHOLDERS A MUCH MORE ACTIVE ROLE IN
APPOINTING DIRECTORS.
PROPOSAL #5.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: APPROVE THAT THE MANULIFE
FINANCIAL CORPORATION REPLACE THE SHARE OPTION PLAN FOR
OFFICERS WITH A PLAN FOR GRANTING RESTRICTED SHARES THAT
MUST BE HELD FOR AT LEAST 2 YEARS
PROPOSAL #6.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: APPROVE THAT THECANDIDATES FOR
THE DIRECTOR MUST RECEIVE AT LEAST 75% SUPPORT;
SHAREHOLDERS ENCOURAGE THE BOARD AND MANAGEMENT TO APPLY
INDUSTRY-LEADING STANDARDS TO ALL MATTERS RELATING TO
CORPORATE GOVERNANCE; IN THIS CONTEXT, ALL CANDIDATES
FOR ELECTION TO THE BOARD OF DIRECTORS MUST HENCEFORTH
EARN AN A GRADE IN THE VOTING BY THE SHAREHOLDERS;
SPECICALLY, NO CANDIDATE SHALL BE ELECTED TO THE BOARD
OF DIRECTORS UNLESS THAT INDIVIDUAL RECEIVES THE SUPPORT
OF AT LEAST 75% OF THE VOTING SHAREHOLDERS; THIS
POLICY SHALL BE IMPLEMENTED IN FULL COMPLIANCE WITH THE
INSURANCE COMPANIES ACT
PROPOSAL #7.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: APPROVE THAT THEDIRECTORS WHO
CHANGE PRINCIPAL OCCUPATION SHALL RESIGN; IT SHALL BE
THE POLICY OF MANULIFE FINANCIAL CORPORATION TO REQUIRE
ANY DIRECTOR WHO EXPERIENCES A SIGNIFICANT CHANGE IN
PRINCIPAL OCCUPATION TO RESIGN AS SOON AS PRACTICAL; A
PROMOTION WITHIN THE SAME COMPANY SHALL NOT CONSTITUTE A
CHANGE FOR THE PURPOSE OF THIS POLICY ; A DIRECTOR WHO
RESIGNS MAY RETURN TO THE BOARD IF HE OR SHE ACHIEVES
THE NECESSARY LEVEL OF SUPPORT FROM THE VOTING
SHAREHOLDERS AT THE NEXT GENERAL MEETING; IN ORDER TO
ENSURE CONTINUITY IN A KEY ROLE THE BOARD SHALL HAVE THE
DISCRETION TO DECLINE THE RESIGNATION IN THE CASE OF AN
INDIVIDUAL WHO HAS SPECIFIC SKILLS THAT MANULIFE IS
RELYING UPON, OR WHO HAS BEEN GIVEN A MAJOR LEADERSHIP
POSITION, SUCH AS CHAIRING THE BOARD ITSELF OR THE AUDIT
COMMITTEE, A PUBLIC STATEMENT SHALL BE ISSUED TO
EXPLAIN WHY ANY RESIGNATION HAS BEEN DECLINED BY THE
BOARD
PROPOSAL #8.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: APPROVE THE MEANINGFUL QUORUMS:
REGARDLESS OF ANY LOWER STANDARDS THAT MIGHT BE ALLOWED
IN LEGISLATION, IT IS IN THE BEST INTERESTS OF ALL
STAKEHOLDERSIN MANULIFE FINANCIAL CORPORATION TO HAVE A
HIGH LEVEL OF PARTICIPATION IN THE ANNUAL MEETING;
HENCEFORTH, THE QUORUM FOR THE ANNUAL MEETING SHALL BE
THE PARTICIPATION IN PERSON OR BY PROXY OF THE OWNERS OF
NOT LESS THAN 50% OF THE COMMON VOTING SHARES OF
MANULIFE FINANCIAL CORPORATION MFC ; WITH RESPECT TO
THE ANNUAL MEETING OF THE VOTING POLICYHOLDERS AND SOLE
SHAREHOLDER OF THE MANUFACTURERS LIFE INSURANCE COMPANY
OF WHICH MFC IS THE SOLE SHAREHOLDER , MFC SHALL TAKE
THE NECESSARY ACTIONS TO RAISE THE QUORUM TO 10% OF THE
VOTING POLICYHOLDERS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MARUBENI CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2.: TRANSFER A PORTION OF THE ADDITIONAL PAID- ISSUER YES FOR N/A
IN CAPITAL TO THE OTHER CAPITAL SURPLUS
PROPOSAL #3.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES AGAINST N/A
PROPOSAL #4.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.11: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.12: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #6.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
CORPORATE OFFICERS
PROPOSAL #7.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS AND CORPORATE AUDITORS
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ISSUER: MAZDA MOTOR CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 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 3, SPECIAL
JY 0
PROPOSAL #2: APPROVE REDUCTION IN LEGAL RESERVES ISSUER YES FOR N/A
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 FOR N/A
PROPOSAL #5.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.1: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #6.2: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #6.3: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #6.4: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #7: APPROVE RETIREMENT BONUSES FOR DIRECTOR AND ISSUER YES FOR N/A
STATUTORY AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MICRONAS SEMICONDUCTOR HOLDING AG, ZUERICH
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER YES FOR N/A
STATUTORY REPORTS
PROPOSAL #2.: APPROVE THE ALLOCATION OF INCOME AND ISSUER YES FOR N/A
OMISSION OF DIVIDENDS
PROPOSAL #3.: GRANT DISCHARGE TO THE BOARD AND THE ISSUER YES FOR N/A
SENIOR MANAGEMENT
PROPOSAL #4.: AMEND ARTICLES REGARDING, THE ISSUER YES AGAINST N/A
ESTABLISHMENT OF STAGGERED BOARD, ESTABLISHING MANDATORY
RETIREMENT POLICY FOR BOARD MEMBERS
PROPOSAL #5.: ELECT MR. HARALD STANZER AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #6.: RATIFY ERNST AND YOUNG AS THE AUDITORS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT IN
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
ANNUAL REPORT FOR THE 2004 FY 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
DISTRIBUTED PROFIT OF EUR 459,160,466 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 2 PER ENTITLED SHARE EUR
2,121,652 SHALL BE CARRIED FORWARD EX-DIVIDEND AND
PAYABLE DATE: MAY TO 19 APR 2005
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 SHARES OF THE COMPANY OF UP TO 10% OF ITS
SHARE CAPITAL, ON OR BEFORE 27 OCT 2006;THE SHARES MAY
BE ACQUIRED THROUGH THE STOCK EXCHANGE AT A PRICE
NEITHER MORE THAN 10% ABOVE NOR MORE THAN 20% BELOW THE
MARKET PRICE OF THE SHARES, BY WAY OF A PUBLIC
REPURCHASE OFFER TO ALL SHAREHOLDERS OR BY MEANS OF A
PUBLIC OFFER FOR THE EXCHANGE OF LIQUID SHARES WHICH ARE
ADMITTED TO TRADING ON AN ORGANIZED MARKET AT A PRICE
NOT DIFFERING MORE THAN 20% FROM THE MARKET PRICE OF THE
SHARES, AND BY USING CALL OR PUT OPTIONS IF THE
EXERCISE PRICE IS NEITHER MORE THAN 10% ABOVE NOR MORE
THAN 20% BELOW THE MARKET PRICE OF THE SHARES; AND
AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO FLOAT THE
SHARES ON FOREIGN STOCK EXCHANGES, TO USE THE SHARES IN
CONNECTION WITH MERGERS AND ACQUISITIONS, TO SELL THE
SHARES TO THIRD PARTIES AGAINST CASH PAYMENT IF THE
SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, TO USE THE SHARES FOR THE FULFILLMENT OF
CONVERTIBLE OR OPTION RIGHTS OR AS EMPLOYEE SHARES, AND
TO RETIRE THE SHARES
PROPOSAL #6.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS, ISSUER NO N/A N/A
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BONDS OF UP TO EUR 3,000,000,000, CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY, ON OR
BEFORE 27 APR 2010 SHAREHOLDERS AND GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, FOR THE GRANTING OF
SUCH RIGHTS TO BOND HOLDERS, FOR THE ISSUE OF BONDS
CONFERRING CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES
OF THE COMPANY OF UP TO 10% OF ITS SHARE CAPITAL IF SUCH
BONDS ARE ISSUED AGAINST CASH PAYMENT AT A PRICE NOT
MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE, AND FOR
THE ISSUE OF BONDS AGAINST PAYMENT IN KIND AND THE
COMPANY'S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY
BY UP TO EUR 100,000,000 THROUGH THE ISSUE OF NEW BEARER
NO-PAR SHARES, INSOFAR AS CONVERTIBLE OR OPTION RIGHTS
ARE EXERCISED CONTINGENT CAPITAL 2005 ; AND AMEND THE
CORRESPONDING ARTICLES OF ASSOCIATION
PROPOSAL #7.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
RESPECT OF THE REMUNERATION FOR SUPERVISORY BOARD
MEMBERS FROM THE FY 2005 ON, EACH MEMBER OF THE
SUPERVISORY BOARD SHALL RECEIVE A FIXED ANNUAL
REMUNERATION OF EUR 45,000, AND A PROFIT-RELATED
REMUNERATION OF UP TO EUR 36,000, THE CHAIRMAN SHALL
RECEIVE TWICE, THE DEPUTY CHAIRMAN ONE AND A HALF TIMES,
THIS AMOUNT AND EACH MEMBER OF A COMMITTEE SHALL
RECEIVE AN ADDITIONAL 25% A COMMITTEE CHAIRMAN 50% OF
THE FIXED ANNUAL REMUNERATION, AND THE AUDIT COMMITTEE
MEMBERS SHALL RECEIVE AN ATTENDANCE FEE OF EUR 2,000 FOR
EVERY COMMITTEE MEETING WHICH IS NOT HELD ON THE SAME
DAY AS A SUPERVISORY BOARD MEETING
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ISSUER: NEC CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/22/2005 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: INCREASE AUTHORIZED ISSUER YES FOR N/A
CAPITAL FROM 3.2 BILLION TO 7.5BILLION SHARES - REDUCE
MAXIMUM BOARD SIZE - CLARIFY DIRECTOR AUTHORITIES -
AUTHORIZE PUBLIC ANNOUNCEMENTS IN ELECTRONIC FORMAT
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.14: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.15: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: 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 BONUS FOR STATUTORY ISSUER YES FOR N/A
AUDITOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NESTLE SA, CHAM UND VEVEY
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVAL THE ANNUAL REPORT AND THE ANNUAL ISSUER YES FOR N/A
ACCOUNTS OF NESTLE S.A. AND THE NESTLE GROUP;
ACKNOWLEDGE THE REPORTS OF THE AUDITORS
PROPOSAL #2.: GRANT DISCHARGE TO THE BOARD OF DIRECTORS ISSUER YES FOR N/A
AND THE MANAGEMENT
PROPOSAL #3.: APPROVE THE DECISION ON THE APPROPRIATION ISSUER YES FOR N/A
OF PROFIT, RESULTING FROM THE BALANCE SHEET OF NESTLE
S.A.
PROPOSAL #4.a: AMEND THE ARTICLE 24 PARAGRAPH 1 OF THE ISSUER YES AGAINST N/A
ARTICLES OF ASSOCIATION, REGARDING ORGANIZATION OF THE
BOARD OF DIRECTORS
PROPOSAL #4.b: AMEND THE ARTICLE 23 PARAGRAPHS 1 AND 2 ISSUER YES FOR N/A
OF THE ARTICLES OF ASSOCIATION, REGARDING TERM OF THE
OFFICE AND ELECTION OF THE BOARD OF DIRECTORS
PROPOSAL #4.c: AMEND THE ARTICLE 20 OF THE ARTICLES OF ISSUER YES AGAINST N/A
ASSOCIATION, REGARDING RIGHT OF SHAREHOLDERS TO THE
COMPLETE THE AGENDA
PROPOSAL #5.: ELECT THE BOARD OF DIRECTORS ISSUER YES FOR N/A
PROPOSAL #6.: ELECT THE AUDITORS ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NEXEN INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. CHARLES W. FISCHER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: ELECT MR. DENNIS G. FLANAGAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: ELECT MR. DAVID A. HENTSCHEL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. S. BARRY JACKSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT MR. KEVIN J. JENKINS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT MR. THOMAS C. O NEILL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT MR. ERIC P. NEWELL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MR. FRANCIS M. SAVILLE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: ELECT MR. RICHARD M. THOMSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. JOHN M. WILLSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.11: ELECT MR. VICTOR J. ZALESCHUK AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.: APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
INDEPENDENT AUDITORS FOR 2005 AND AUTHORIZE THE AUDIT
AND CONDUCT REVIEW COMMITTEE TO FIX THEIR REMUNERATION
PROPOSAL #3.: RATIFY AND APPROVE: THE SHAREHOLDER RIGHTS ISSUER YES FOR N/A
PLAN OF NEXEN INC. CORPORATION BE CONTINUED AND THE
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT
TO BE MADE EFFECTIVE AS OF 27 APR 2005 BETWEEN THE
CORPORATION AND CIBC MELLON TRUST COMPANY RIGHTS AGENT
, WHICH AMENDS AND RESTATES THE AMENDED AND RESTATED
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED 02 MAY 2002
BETWEEN THE CORPORATION AND THE RIGHTS AGENT 2002
RIGHTS PLAN AND CONTINUES THE RIGHTS ISSUED UNDER THE
2002 RIGHTS PLAN; AND AUTHORIZE ANY DIRECTOR OR OFFICER
OF THE CORPORATION TO DO ALL SUCH THINGS AND EXECUTE ALL
SUCH DOCUMENTS AND INSTRUMENTS AS MAY BE NECESSARY OR
DESIRABLE TO GIVE EFFECT TO THIS RESOLUTION
PROPOSAL #S.4: APPROVE, PURSUANT TO SECTION 173 OF THE ISSUER YES FOR N/A
CANADA BUSINESS CORPORATIONS ACT, NEXEN INC.
CORPORATION TO AMEND ITS AMENDED ARTICLES OF
AMALGAMATION TO DIVIDE EACH AUTHORIZED COMMON SHARE,
WITHOUT PAR VALUE, WHETHER ISSUED OR UNISSUED, INTO TWO
COMMON SHARES, WITHOUT PAR VALUE, SO THAT AFTER GIVING
EFFECT TO THE DIVISION, THE AUTHORIZED CAPITAL OF THE
CORPORATION WILL CONSIST OF AN UNLIMITED NUMBER OF
COMMON SHARES, WITHOUT PAR VALUE, AND AN UNLIMITED
NUMBER OF CLASS A PREFERRED SHARES, WITHOUT PAR VALUE,
ISSUABLE IN SERIES; AUTHORIZE ANY OFFICER OF THE
CORPORATION AND DIRECTED TO PREPARE, EXECUTE AND FILE
ARTICLES OF AMENDMENT WITH THE DIRECTOR UNDER THE CANADA
BUSINESS CORPORATIONS ACT AND MAKE APPLICATION FOR A
CERTIFICATE OF AMENDMENT IN RESPECT OF THE AMENDMENT;
AUTHORIZE THE DIRECTORS OF THE CORPORATION TO REVOKE
THIS SPECIAL RESOLUTION BEFORE IT IS ACTED UPON WITHOUT
FURTHER APPROVAL OF THE SHAREHOLDERS IF SUCH REVOCATION
WOULD, IN THE OPINION OF THE DIRECTORS, BE IN THE BEST
INTERESTS OF THE CORPORATION; AND ANY DIRECTOR OR
OFFICER OF THE CORPORATION BE AUTHORIZED TO DO ALL SUCH
THINGS AND EXECUTE ALL SUCH DOCUMENTS OR INSTRUMENTS AS
MAY BE NECESSARY OR DESIRABLE TO GIVE EFFECT TO THE
ABOVE RESOLUTIONS
PROPOSAL #5.: TRANSACT ANY OTHER BUSINESS ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NIPPON ELECTRIC GLASS CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 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 JY6, FINAL JY 3.50,
SPECIAL JY 0
PROPOSAL #2: AMEND ARTICLES TO: REDUCE MAXIMUM BOARD ISSUER YES FOR N/A
SIZE - STREAMLINE BOARD STRUCTURE
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT DIRECTOR ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NIPPON MEAT PACKERS INC, OSAKA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 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 16,
SPECIAL JY 0
PROPOSAL #2.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT DIRECTOR ISSUER YES FOR 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 FOR N/A
PROPOSAL #2.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT DIRECTOR ISSUER YES FOR 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 #3: APPROVE DEEP DISCOUNT STOCK OPTION PLAN ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NIPPON MINING HOLDINGS INC, TOKYO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 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 10,
SPECIAL JY 0
PROPOSAL #2: AMEND ARTICLES TO: AUTHORIZE PUBLIC ISSUER YES FOR N/A
ANNOUNCEMENTS IN ELECTRONIC FORMAT
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: APPROVE DEEP DISCOUNT STOCK OPTION PLAN ISSUER YES FOR N/A
PROPOSAL #5: APPROVE RETIREMENT BONUS FOR DIRECTOR AND ISSUER YES FOR N/A
SPECIAL PAYMENTS TO CONTINUING DIRECTORS IN
CONNECTION WITH ABOLITION OF RETIREMENT BONUS SYSTEM
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NISSAN MOTOR CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: FINAL ISSUER YES FOR N/A
DIVIDEND JY 12
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE THE ISSUANCE OF STOCK ACQUISITION ISSUER YES FOR N/A
RIGHT WITHOUT CONSIDERATION AS STOCK OPTIONS TO
EMPLOYEES OF THE COMPANY AND DIRECTORS AND EMPLOYEES OF
ITS AFFILIATES
PROPOSAL #4.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #6.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS AND CORPORATE AUDITORS
PROPOSAL #7.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
CORPORATE OFFICERS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NOKIA CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/7/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE INCOME STATEMENTS AND THE ISSUER YES FOR N/A
BALANCE SHEETS
PROPOSAL #3.: APPROVE THE PROFIT FOR THE YEAR AND ISSUER YES FOR N/A
PAYMENT OF DIVIDEND OF EUR 0.33 PER SHARE FOR FY 2004 TO
THE SHAREHOLDERS REGISTERED IN THE REGISTER OF
SHAREHOLDERS HELD BY FINNISH CENTRAL SECURITIES
DEPOSITORY LTD ON THE RECORD DATE 12 APR 2005; DIVIDEND
WILL BE PAID ON 22 APR 2005
PROPOSAL #4.: GRANT DISCHARGE TO THE CHAIRMAN, THE ISSUER YES FOR N/A
MEMBER OF THE BOARD OF DIRECTORS AND THE PRESIDENT, FROM
LIABILITY
PROPOSAL #5.: APPROVE THE REMUNERATION PAYABLE TO THE ISSUER YES FOR N/A
MEMBERS OF BOARD OF DIRECTORS
PROPOSAL #6.: APPROVE TO INCREASE THE NUMBER OF BOARD ISSUER YES FOR N/A
MEMBERS FROM 8 TO 10
PROPOSAL #7.1: RE-ELECT MR. PAUL J. COLLINS AS A BOARD ISSUER YES FOR N/A
MEMBER UNTIL THE NEXT AGM
PROPOSAL #7.2: RE-ELECT MR. GEORG EHRNROOTH AS A BOARD ISSUER YES FOR N/A
MEMBER UNTIL THE NEXT AGM
PROPOSAL #7.3: RE-ELECT MR. BENGT HOLMSTROM AS A BOARD ISSUER YES FOR N/A
MEMBER UNTIL THE NEXT AGM
PROPOSAL #7.4: RE-ELECT MR. PER KARLSSON AS A BOARD ISSUER YES FOR N/A
MEMBER UNTIL THE NEXT AGM
PROPOSAL #7.5: RE-ELECT MR. JORMA OLLILA AS A BOARD ISSUER YES FOR N/A
MEMBER UNTIL THE NEXT AGM
PROPOSAL #7.6: RE-ELECT MR. MARJORIE SCARDINO AS A BOARD ISSUER YES FOR N/A
MEMBER UNTIL THE NEXT AGM
PROPOSAL #7.7: RE-ELECT MR. VESA VAINIO AS A BOARD ISSUER YES FOR N/A
MEMBER UNTIL THE NEXT AGM
PROPOSAL #7.8: RE-ELECT MR. ARNE WESSBERG AS A BOARD ISSUER YES FOR N/A
MEMBER UNTIL THE NEXT AGM
PROPOSAL #7.9: ELECT MR. DAN HESSE AS A BOARD MEMBER ISSUER YES FOR N/A
PROPOSAL #7.10: ELECT MR. EDOUARD MICHELIN AS A BOARD ISSUER YES FOR N/A
MEMBER
PROPOSAL #8.: APPROVE THE AUDITORS REMUNERATION ISSUER YES FOR N/A
PROPOSAL #9.: RE-ELECT PRICEWATERHOUSECOOPERS OY AS THE ISSUER YES FOR N/A
AUDITOR FOR FY 2005
PROPOSAL #10.: APPROVE TO GRANT A MAXIMUM OF 25,000,000 ISSUER YES FOR N/A
STOCK OPTIONS, WHICH ENTITLE TO SUBSCRIBE FOR A MAXIMUM
OF 25,000,000 NEW NOKIA SHARES TO THE SELECTED PERSONNEL
OF NOKIA GROUP AND A FULLY OWNED SUBSIDIARY OF NOKIA
CORPORATION; SHARE SUBSCRIPTION PERIOD I.E. EXERCISE
PERIOD WILL COMMENCE NO EARLIER THAN 01 JUL 2006, AND
TERMINATE NO LATER THAN 31 DEC 2011 IN ACCORDANCE WITH
THE BOARD'S RESOLUTION TO BE TAKEN AT A LATER TIME
PROPOSAL #11.: APPROVE TO REDUCE THE SHARE CAPITAL BY A ISSUER YES FOR N/A
MINIMUM OF EUR 10,560,000 AND A MAXIMUM OF EUR
13,800,000 THROUGH CANCELLATION OF A MINIMUM OF
176,000,000 AND MAXIMUM OF 230,000,000 NOKIA SHARES HELD
BY THE COMPANY PRIOR TO THE AGM; AND THAT THE SHARE
CAPITAL BE REDUCED BY TRANSFER OF THE AGGREGATE PAR
VALUE OF THE SHARES TO BE CANCELLED FROM THE SHARE
CAPITAL TO THE SHARE PREMIUM CAPITAL
PROPOSAL #12.: AUTHORIZE THE BOARD TO INCREASE THE SHARE ISSUER YES FOR N/A
CAPITAL OF THE COMPANY WITH A MAXIMUM OF EUR
53,160,000, AS A RESULT OF SHARE ISSUANCE AN AGGREGATE
MAXIMUM OF 886,000,000 NEW SHARES MAY BE ISSUED, AT A
SUBSCRIPTION PRICE AND ON THE TERMS AND CONDITIONS AS
DECIDED BY THE BOARD; TO DISAPPLY THE SHAREHOLDERS PRE-
EMPTIVE RIGHTS TO THE COMPANY'S SHARES PROVIDED THAT
FROM THE COMPANY'S PERSPECTIVE IMPORTANT FINANCIAL
GROUNDS EXIST; AND TO DETERMINE THAT A SHARE
SUBSCRIPTION MAY BE MADE AGAINST PAYMENT IN KIND OR
OTHERWISE ON CERTAIN TERMS; AUTHORITY EXPIRES ON 07 APR
2006
PROPOSAL #13.: AUTHORIZE THE BOARD TO REPURCHASE A ISSUER YES FOR N/A
MAXIMUM OF 443,200,000 NOKIA SHARES 10% OF THE SHARE
CAPITAL OF THE COMPANY AND TOTAL VOTING RIGHTS BY USING
FUNDS AVAILABLE FOR DISTRIBUTION OF PROFITS; THE
PROPOSAL IS BASED ON THE ASSUMPTION THAT THE AMENDMENT
OF THE FINNISH COMPANIES ACT WILL PASSED BY THE
PARLIAMENT PRIOR TO OR DURING THE VALIDITY OF THE
PROPOSED AUTHORIZATION; IN THE EVENT THE PROPOSED
AMENDMENT DOES NOT ENTER INTO FORCE, THE AUTHORIZATION
FOR THE BOARD SHALL AMOUNT TO A MAXIMUM OF 221,600,000
NOKIA SHARES 5% OF THE COMPANY'S SHARE CAPITAL OR TOTAL
VOTING RIGHTS AS PERMITTED BY THE CURRENT LAW ; THE
SHARES CAN BE PURCHASED EITHER: A) THROUGH A TENDER
OFFER MADE TO ALL THE SHAREHOLDER ON EQUAL TERMS AND FOR
AN EQUAL PRICE DETERMINED BY THE BOARD; B) THROUGH
PUBLIC TRADING; AUTHORITY EXPIRES ON 07 APR 2006
PROPOSAL #14.: AUTHORIZE THE BOARD TO DISPOSE A MAXIMUM ISSUER YES FOR N/A
OF 443,200,000 NOKIA SHARES AND TO RESOLVE TO WHOM,
UNDER WHICH TERMS AND CONDITIONS AND HOW MANY SHARES ARE
DISPOSED AT A PRICE DETERMINED BY THE BOARD, ALSO FOR
THE CONSIDERATION IN KIND AND TO DISPOSE THE SHARES IN
ANOTHER PROPORTION THAN THAT OF THE SHAREHOLDERS PRE-
EMPTIVE RIGHTS TO THE COMPANY'S SHARES, PROVIDED THAT
FROM THE COMPANY'S PERSPECTIVE IMPORTANT FINANCIAL
GROUND EXIST; AUTHORITY EXPIRES ON 07 APR 2006
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NONG SHIM CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET, INCOME ISSUER YES FOR N/A
STATEMENT AND STATEMENT OF APPROPRIATION OF
UNAPPROPRIATED RETAINED EARNINGS, EXPECTED CASH
DIVIDEND: KRW 4,000 PER SHARE, NET PROFIT AFTER TAX: KRW
130,635,161,117
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.: ELECT MR. CHUN KYUNG, SUNG AS AN OUTSIDE ISSUER YES ABSTAIN N/A
DIRECTOR OF COMPANY
PROPOSAL #4.: APPROVE THE LIMIT OF REMUNERATION OF THE ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #5.: APPROVE THE LIMIT OF REMUNERATION OF THE ISSUER YES FOR N/A
AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NOVARTIS AG, BASEL
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/1/2005 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 GROUP CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2004
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; A TOTAL DIVIDEND PAYMENT OF CHF
2,610,034,767 IS EQUIVALENT TO A GROSS DIVIDEND OF CHF
1.05 PER REGISTERED SHARE OF CHF 0.50 NOMINAL VALUE
ENTITLED TO DIVIDENDS, PAYMENT WILL BE MADE WITH EFFECT
FROM 04 MAR 2005
PROPOSAL #4.: APPROVE TO REDUCE THE SHARE CAPITAL BY CHF ISSUER YES FOR N/A
19,019,500, FROM CHF 1,388,605,000 TO CHF
1,369,585,500, THAT THE CORRESPONDING NUMBER OF
REGISTERED SHARES BE SUBSEQUENTLY CANCELLED AND AMEND
THE RELEVANT CLAUSE IN THE ARTICLES OF INCORPORATION
PROPOSAL #5.: AUTHORIZE THE BOARD OF DIRECTORS I) TO ISSUER YES FOR N/A
LAUNCH A FIFTH SHARE REPURCHASE PROGRAM TO A MAXIMUM
AMOUNT OF CHF 4 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 NOVARTIS AG IN THE COURSE OF EITHER THE
COMPLETION OF THE EXISTING FOURTH SHARE REPURCHASE
PROGRAM OF CHF 3 BILLION OR THE IMPLEMENTATION OF THE
FIFTH PROGRAM
PROPOSAL #6.1: RE-ELECT DR. H.C. BIRGIT BREUEL AS A ISSUER YES FOR N/A
BOARD OF DIRECTOR FOR A TWO-YEAR TERM
PROPOSAL #6.2: RE-ELECT PROF. DR. PETER BURCKHARDT AS A ISSUER YES FOR N/A
BOARD OF DIRECTOR FOR A THREE-YEAR TERM EACH
PROPOSAL #6.3: RE-ELECT MR. ALEXANDRE F. JETZER AS A ISSUER YES ABSTAIN N/A
BOARD OF DIRECTOR FOR A THREE-YEAR TERM EACH
PROPOSAL #6.4: RE-ELECT MR. PIERRE LANDOLT AS A BOARD OF ISSUER YES FOR N/A
DIRECTOR FOR A THREE-YEAR TERM EACH
PROPOSAL #6.5: RE-ELECT PROF. DR. ULRICH LEHNER AS A ISSUER YES FOR N/A
BOARD OF DIRECTOR FOR A THREE-YEAR TERM EACH
PROPOSAL #7.: APPOINT PRICEWATERHOUSECOOPERS AG, AS THE ISSUER YES FOR N/A
AUDITORS AND THE GROUP AUDITORS, FOR A FURTHER YEAR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OAO LUKOIL
TICKER: LUKOY CUSIP: 677862104
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: ENDORSEMENT OF OAO LUKOIL, ANNUAL REPORT ISSUER YES FOR N/A
FOR 2004, ANNUAL ACCOUNTING STATEMENT INCLUDING THE
PROFIT-AND-LOSS STATEMENT (PROFIT-AND-LOSS ACCOUNTS) OF
THE COMPANY.
PROPOSAL #02: ELECTION OF DIRECTIONS. IF YOU WISH TO ISSUER YES FOR N/A
VOTE SELECTIVELY OR CUMULATE, PLEASE CONTACT YOUR
REPRESENTATIVE.
PROPOSAL #03A: ELECTION OF MEMBER OF THE AUDIT ISSUER YES FOR N/A
COMMISSION: KONDRATYEV, PAVEL GENNADYEVICH.
PROPOSAL #03B: ELECTION OF MEMBER OF THE AUDIT ISSUER YES FOR N/A
COMMISSION: NIKITENKO, VLADIMIR NIKOLAYEVICH.
PROPOSAL #03C: ELECTION OF MEMBER OF THE AUDIT ISSUER YES FOR N/A
COMMISSION: SKLYAROVA, TATYANA SERGUEYEVNA.
PROPOSAL #04: ON REMUNERATION AND COMPENSATION OF ISSUER YES FOR N/A
EXPENSES TO THE MEMBERS OF THE BOARD OF DIRECTORS AND
THE AUDIT COMMISSION OF OAO LUKOIL.
PROPOSAL #05: ENDORSEMENT OF COMPANY AUDITORS. ISSUER YES FOR N/A
PROPOSAL #06: APPROVAL OF AMENDMENTS AND ADDENDA TO THE ISSUER YES FOR N/A
CHARTERED OF THE PUBLIC JOINT STOCK COMPANY OIL COMPANY
LUKOIL.
PROPOSAL #07: APPROVAL OF AMENDMENTS AND ADDENDA TO THE ISSUER YES FOR N/A
REGULATIONS ON THE PROCEDURE FOR PREPARING AND HOLDING
THE GENERAL SHAREHOLDERS MEETING OF OAO LUKOIL.
PROPOSAL #08: APPROVAL OF AMENDMENTS AND ADDENDA TO THE ISSUER YES FOR N/A
REGULATIONS ON THE BOARD OF DIRECTORS OF OAO LUKOIL.
PROPOSAL #09: ON THE APPROVAL OF TRANSACTIONS INVOLVING ISSUER YES FOR N/A
INTERESTED/RELATED PARTIES.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OLD MUTUAL PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE REPORT AND AUDITED ISSUER YES FOR N/A
FINANCIAL STATEMENTS OF THE GROUP FOR THE YE 31 DEC 2004
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 3.5P PER ISSUER YES FOR N/A
ORDINARY SHARE
PROPOSAL #3.i: ELECT MR. R.P. EDEY AS A DIRECTOR OF THE ISSUER YES FOR N/A
COMPANY
PROPOSAL #3.ii: ELECT PROFESSOR W.L. NKUHLU AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #3.iii: RE-ELECT MR. C.D. COLLINS AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #3.iv: RE-ELECT MR. J.H. SUTCLIFFE AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #4.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS ISSUER YES FOR N/A
TO THE COMPANY
PROPOSAL #5.: AUTHORIZE THE AUDIT COMMITTEE TO SETTLE ISSUER YES FOR N/A
THE AUDITOR'S REMUNERATION
PROPOSAL #6.: APPROVE THE REMUNERATION REPORT IN THE ISSUER YES FOR N/A
COMPANY'S REPORT AND ACCOUNTS FOR THE YE 31 DEC 2004
PROPOSAL #7.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 80 OF THE COMPANIES ACT 1985 AND IN SUBSTITUTION
FOR ANY PREVIOUS AUTHORITY, TO ALLOT RELEVANT
SECURITIES SECTION 80 UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 38,544,000; AUTHORITY EXPIRES AT 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
PROPOSAL #S.8: AUTHORIZE THE DIRECTORS, TO ALLOT EQUITY ISSUER YES FOR N/A
SECURITIES SECTION 94 OF THE COMPANIES ACT 1985 UP TO
A MAXIMUM NOMINAL AGGREGATE AMOUNT OF GBP 19,272,000 FOR
CASH AND/OR WHERE SUCH ALLOTMENTS CONSTITUTES ON
ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION
94(3A) OF THE ACT, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) ; AUTHORITY EXPIRES AT THE END
OF 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
PROPOSAL #S.9: AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ISSUER YES FOR N/A
SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES OF UP TO 385,442,000 ORDINARY SHARES OF 10P
EACH IN THE COMPANY, AT A MINIMUM PRICE OF 10P AND NOT
MORE THAN 5% ABOVE THE AVERAGE MIDDLE MARKET VALUES 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
AGM OF THE COMPANY IN 2004 OR 06 FEB 2004 ; 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.101: APPROVE, IN ACCORDANCE WITH SECTION 164 ISSUER YES FOR N/A
OF THE COMPANIES ACT 1985, PURSUANT TO EACH SUCH
CONTRACT BETWEEN THE COMPANY AND MERRILL LYNCH SOUTH
AFRICA (PLY) LIMITED PURSUANT TO WHICH THE COMPANY MAY
MAKE OFF-MARKET PURCHASES FROM MERRILL LYNCH SOUTH
AFRICA (PLY) LIMITED OF UP TO A MAXIMUM OF 385,442,(XX)
ORDINARY SHARES OF L0P EACH IN THE COMPANY ORDINARY
SHARES IN AGGREGATE SUCH MAXIMUM NUMBER TO BE REDUCED
BY ANY PURCHASES MADE PURSUANT TO THE AUTHORITY IN
RESOLUTION S. 9 ABOVE OR ANY OF THE OTHER CONTINGENT
PURCHASE CONTRACTS REFERRED RESOLUTIONS S.10.II, S.10III
AND S.10.IV ; AUTHORITY EXPIRES AT THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM IN 2006 OR 12 MONTHS
PROPOSAL #S102: APPROVE, IN ACCORDANCE WITH SECTION 164 ISSUER YES FOR N/A
OF THE COMPANIES ACT 1985, THE CONTRACT BETWEEN THE
COMPANY AND INVESTMENT HOUSE NAMIBIA (PLY) LIMITED
PURSUANT TO WHICH THE COMPANY MAY MAKE OFF-MARKET
PURCHASES FROM INVESTMENT HOUSE NAMIBIA (PLY) LIMITED OF
UP TO A MAXIMUM OF 385,442,(XX) ORDINARY SHARES IN
AGGREGATE SUCH MAXIMUM NUMBER TO BE REDUCED BY ANY
PURCHASES MADE PURSUANT TO THE AUTHORITY IN RESOLUTION
S.9 ABOVE OR ANY OF THE OTHER CONTINGENT PURCHASE
CONTRACTS REFERRED TO IN THIS RESOLUTIONS S.10. (I),
S.10. (III) AND S.10. (IV) ; AUTHORITY EXPIRES AT THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM IN 2006 OR 12
MONTHS
PROPOSAL #s103: APPROVE, IN ACCORDANCE WITH SECTION 164 ISSUER YES FOR N/A
OF THE COMPANIES ACT 1985, THE CONTRACT BETWEEN THE
COMPANY AND IMARA EDWARDS SECURITIES (PRIVATE) LIMITED
PURSUANT TO WHICH THE COMPANY MAY MAKE OFF-MARKET
PURCHASES FROM IMARA EDWARDS SECURITIES (PRIVATE)
LIMITED OF UP TO A MAXIMUM OF 385,442,(XX) ORDINARY
SHARES IN AGGREGATE SUCH MAXIMUM NUMBER TO BE REDUCED
BY ANY PURCHASES MADE PURSUANT TO THE AUTHORITY IN
RESOLUTION S.9 ABOVE OR ANY OF THE OTHER CONTINGENT
PURCHASE CONTRACTS REFERRED TO IN RESOLUTIONS S.10 I,
S.10 .II AND S.10. IV ; AUTHORITY EXPIRES AT THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM IN 2006 OR 12
MONTHS
PROPOSAL #S.104: APPROVE, IN ACCORDANCE WITH SECTION 164 ISSUER YES FOR N/A
OF THE COMPANIES ACT 1985, THE CONTRACT BETWEEN THE
COMPANY AND STOCKBROKERS MALAWI LIMITED PURSUANT TO
WHICH THE COMPANY MAY MAKE OFF-MARKET PURCHASES FROM
STOCKBROKERS MALAWI LIMITED OF UP TO A MAXIMUM OF
385,442,(XX) ORDINARY SHARES IN AGGREGATE SUCH MAXIMUM
NUMBER TO BE REDUCED BY ANY PURCHASES MADE PURSUANT TO
THE AUTHORITY IN RESOLUTION S.9 ABOVE OR ANY OF THE
OTHER CONTINGENT PURCHASE CONTRACTS REFERRED TO IN
RESOLUTIONS S.10. I, S.10.II AND S.10.III
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: P T TOBA PULP LESTARI TBK
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BOARD OF DIRECTORS REPORT FOR ISSUER YES FOR N/A
BOOK YEAR 2004
PROPOSAL #2.: APPROVE THE BALANCE SHEET REPORT, PROFIT ISSUER YES FOR N/A
AND LOSS REPORT FOR BOOK YEAR 2004
PROPOSAL #3.: APPROVE TO DETERMINE THE PROFIT UTILIZATION ISSUER YES FOR N/A
PROPOSAL #4.: APPOINT PUBLIC ACCOUNTANT ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE TO GIVE ACQUIT ET DE CHARGE FOR ISSUER YES FOR N/A
THE BOARD OF COMMISSIONERS AND THE DIRECTORS
PROPOSAL #6.: OTHERS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
TICKER: PBR CUSIP: 71654V408
MEETING DATE: 3/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE MANAGEMENT REPORT, THE ISSUER YES FOR FOR
FINANCIAL STATEMENTS AND AUDIT COMMITTEE'S OPINION FOR
THE FISCAL YEAR 2004.
PROPOSAL #02: APPROVAL OF THE CAPITAL EXPENDITURES ISSUER YES FOR FOR
BUDGET FOR THE FISCAL YEAR 2005.
PROPOSAL #03: APPROVAL OF THE DISTRIBUTION OF RESULTS ISSUER YES FOR FOR
FOR THE FISCAL YEAR 2004.
PROPOSAL #04: APPROVAL OF THE ELECTION OF MEMBERS TO THE ISSUER YES FOR FOR
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 #05: APPROVAL OF THE ELECTION OF THE CHAIRMAN ISSUER YES FOR FOR
OF THE BOARD OF DIRECTORS.
PROPOSAL #06: APPROVAL OF THE ESTABLISHMENT OF THE ISSUER YES AGAINST AGAINST
COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS OF THE
AUDIT COMMITTEE, AS WELL AS THEIR PARTICIPATION IN THE
PROFITS PURSUANT TO ARTICLES 41 AND 56 OF THE COMPANY'S
BYLAWS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PETROLEO BRASILEIRO SA PETROBRAS
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.: APPROVE THE BOARD OF DIRECTORS ANNUAL ISSUER NO N/A N/A
REPORT, THE FINANCIAL STATEMENTS AND THE FINANCE
COMMITTEE REPORT RELATING TO FY OF 2004
PROPOSAL #II.: APPROVE THE BUDGET OF CAPITAL, RELATIVE ISSUER NO N/A N/A
TO THE EXERCISE 2005
PROPOSAL #III.: APPROVE THE DESTINATION OF THE YE ISSUER NO N/A N/A
RESULTS OF 2004
PROPOSAL #IV.: ELECT THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, THE FINANCE COMMITTEE AND THE RESPECTIVE
SUBSTITUTES
PROPOSAL #V.: ELECT THE PRESIDENT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #VI.: APPROVE TO SET THE REMUNERATION OF THE ISSUER NO N/A N/A
DIRECTORS AND THE FULL MEMBERS OF THE FINANCE COMMITTEE
AS WELL AS THEIR SHARE IN PROFITS, IN THE MANNER
PROVIDED BY THE ARTICLES 41 AND 56 OF THE COMPANY BY-LAWS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PHILIPPINE LONG DISTANCE TEL CO MEDIUM TERM NTS BOOK ENTRY
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO CALL TO ORDER ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE CERTIFICATION OF SERVICE OF ISSUER YES FOR N/A
NOTICE AND QUORUM
PROPOSAL #3.: APPROVE THE PRESIDENTS REPORT ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR N/A
FOR THE PERIOD ENDED 31 DEC 2004 CONTAINED IN THE
COMPANY'S 2004 ANNUAL REPORT
PROPOSAL #5.: ELECT THE DIRECTORS INCLUDING INDEPENDENT ISSUER YES FOR N/A
DIRECTORS FOR THE ENSUING YEAR
PROPOSAL #6.: OTHER BUSINESS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PING AN INSURANCE (GROUP) COMPANY OF CHINA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORT OF THE BOARD OF ISSUER YES ABSTAIN N/A
DIRECTORS OF THE COMPANY BOARD OF DIRECTORS FOR THE YE
31 DEC 2004
PROPOSAL #2.: APPROVE THE REPORT OF THE SUPERVISORY ISSUER YES ABSTAIN N/A
COMMITTEE OF THE COMPANY FOR THE YE 31 DEC 2004
PROPOSAL #3.: APPROVE THE REPORT OF THE AUDITORS AND THE ISSUER YES ABSTAIN N/A
AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE YE
31 DEC 2004
PROPOSAL #4.: APPROVE THE PROFIT DISTRIBUTION PLAN AND ISSUER YES ABSTAIN N/A
THE RECOMMENDATION FOR DIVIDEND FOR THE YE 31 DEC 2004
PROPOSAL #5.: RE-APPOINT ERNST & YOUNG HUA MING AS THE ISSUER YES ABSTAIN N/A
PRC AUDITORS AND ERNST & YOUNG AS THE INTERNATIONAL
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT
AGM AND AUTHORIZE THE BOARD OF DIRECTORS TO FIX THEIR
REMUNERATION
PROPOSAL #6.: APPOINT MR. CHEN HONGBO AS A NON-EXECUTIVE ISSUER YES ABSTAIN N/A
DIRECTOR OF THE COMPANY WITH IMMEDIATE EFFECT UNTIL THE
EXPIRY OF THE TERM OF THE CURRENT BOARD OF DIRECTORS
PROPOSAL #7.: APPOINT MR. CHOW WING KIN ANTHONY AS AN ISSUER YES ABSTAIN N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH
IMMEDIATE EFFECT UNTIL THE EXPIRY OF THE TERM OF THE
CURRENT BOARD OF DIRECTORS
PROPOSAL #8.: APPROVE TO INCREASE THE ANNUAL INDEPENDENT ISSUER YES ABSTAIN N/A
NON-EXECUTIVE DIRECTORS FEES FROM RMB 60,000 TO RMB
150,000 FOR EACH DOMESTIC INDEPENDENT NON-EXECUTIVE
DIRECTOR OF THE COMPANY AND FROM RMB 200,000 TO RMB
300,000 FOR EACH FOR4EIGN INDEPENDENT NON-EXECUTIVE
DIRECTOR OF THE COMPANY
PROPOSAL #9.: APPROVE TO INCREASE THE ANNUAL INDEPENDENT ISSUER YES ABSTAIN N/A
SUPERVISORS FEES FROM RMB 40,000 TO RMB 60,000 FOR
EACH INDEPENDENT SUPERVISOR OF THE COMPANY FROM RMB
200,000 TO RMB 250,000 FOR THE INDEPENDENT SUPERVISOR OF
THE COMPANY WHO ALSO HOLDS THE OFFICE OF THE CHAIRMAN
OF THE SUPERVISORY COMMITTEE OF THE COMPANY
PROPOSAL #10.: APPROVE TO ADJUST THE INVESTMENT LIMITS ISSUER YES ABSTAIN N/A
OF THE BOARD OF DIRECTORS
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS TO ISSUE, ALLOT ISSUER YES ABSTAIN N/A
AND DEAL WITH ADDITIONAL DOMESTIC SHARES NOT EXCEEDING
20% OF THE DOMESTIC SHARES OF THE COMPANY IN ISSUE AND
ADDITIONAL H SHARES NOT EXCEEDING 20% OF THE H SHARES OF
THE COMPANY IN ISSUE IN THE CAPITAL OF THE COMPANY AND
MAKE OR GRANT OFFERS, AGREEMENTS, OPTIONS AND RIGHTS OF
EXCHANGE OR CONVERSION DURING AND AFTER THE RELEVANT
PERIOD, NOT EXCEEDING THE AGGREGATE OF A) 20% OF EACH OF
THE AGGREGATE NOMINAL AMOUNTS OF DOMESTIC SHARES AND H
SHARES OF THE COMPANY IN ISSUE, OTHERWISE THAN PURSUANT
TO I) A RIGHTS ISSUE; OR II) ANY SCRIP DIVIDEND OR
SIMILAR ARRANGEMENT PROVIDING FOR ALLOTMENT OF SHARES IN
LIEU OF THE WHOLE OR PART OF A DIVIDEND ON SHARES OF
THE COMPANY IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION; 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 OR OTHER APPLICABLE LAWS TO BE HELD AND
AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY AS IT
THINKS FIT SO AS TO REFLECT THE NEW CAPITAL STRUCTURE
UPON THE ALLOTMENT OR ISSUANCE OF SHARES AS SPECIFIED IN
THIS RESOLUTION
PROPOSAL #S.12: AMEND ARTICLE 14, 19, 20, 23, 111, 119, ISSUER YES ABSTAIN N/A
120, 177, 178 AND 192 OF ARTICLES OF ASSOCIATION AS
SPECIFIED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PIONEER CORP, TOKYO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 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 JY12.5, FINAL JY 12.5,
SPECIAL JY 0
PROPOSAL #2.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT DIRECTOR ISSUER YES FOR 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 FOR N/A
PROPOSAL #2.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT DIRECTOR ISSUER YES FOR 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 #3: APPROVE RETIREMENT BONUS FOR DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: APPROVE EXECUTIVE STOCK OPTION PLAN ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: POSCO
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET, INCOME ISSUER YES FOR N/A
STATEMENT AND THE STATEMENT OF APPROPRIATION OF
UNAPPROPRIATED RETAINED EARNINGS
PROPOSAL #2.1: ELECT THE OUTSIDE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #2.2: ELECT THE OUTSIDE DIRECTORS WHO IS MEMBER ISSUER YES ABSTAIN N/A
OF THE AUDITORS COMMITTEE
PROPOSAL #2.3: ELECT THE EXECUTIVE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #3.: APPROVE THE REMUNERATION LIMIT OF FOR THE ISSUER YES FOR N/A
DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PROMISE CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: FINAL ISSUER YES FOR N/A
DIVIDEND JY 50, COMMEMORATIVE DIVIDEND JY 5
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR CORPORATE AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PT ASTRA INTERNATIONAL TBK
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE AND RATIFY THE ANNUAL ACCOUNT FOR ISSUER YES FOR N/A
THE YEAR 2004
PROPOSAL #2.: APPROVE THE PROFIT ALLOCATION ISSUER YES FOR N/A
PROPOSAL #3.a: APPOINT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #3.b: APPROVE TO CHANGE THE BOARD OF ISSUER YES FOR N/A
COMMISSIONER
PROPOSAL #3.c: APPROVE THE DIRECTORS AND THE ISSUER YES FOR N/A
COMMISSIONERS REMUNERATION
PROPOSAL #4.: APPOINT THE PUBLIC ACCOUNTANT ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE THE PENSION FUND PROGRAM ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PT INDOSAT TBK
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/8/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, INCLUDING THE ISSUER YES FOR N/A
BOARD OF DIRECTORS REPORT ON THE IMPORTANT EVENTS OF THE
COMPANY AND RATIFY THE FINANCIAL STATEMENTS OF THE
COMPANY FOR THE FYE 31 DEC 2004, AND GRANT DISCHARGE TO
THE BOARD OF COMMISSIONERS FROM THEIR SUPERVISORY
RESPONSIBILITIES AND THE BOARD OF DIRECTORS FROM THEIR
MANAGERIAL RESPONSIBILITIES FOR THE FYE 31 DEC 2004
PROPOSAL #2.: APPROVE THE ALLOCATIONS OF THE NET PROFIT ISSUER YES FOR N/A
FOR RESERVE FUND, DIVIDENDS AND OTHER PURPOSES AND TO
APPROVE THE DETERMINATION OF THE AMOUNT, TIME AND MANNER
OF PAYMENT OF DIVIDENDS FOR THE FYE 31 DEC 2004
PROPOSAL #3.: APPROVE THE REMUNERATION FOR THE BOARD OF ISSUER YES FOR N/A
COMMISSIONERS OF THE COMPANY FOR YEAR 2005 AND THE BONUS
FOR THE BOARD OF COMMISSIONERS OF THE COMPANY FOR THE
YEAR 2004
PROPOSAL #4.: APPROVE THE APPOINTMENT OF THE COMPANY'S ISSUER YES FOR N/A
INDEPENDENT AUDITOR FOR THE FYE 31 DEC 2005
PROPOSAL #5.: APPROVE THE CHANGE OF COMPOSITION OF THE ISSUER YES FOR N/A
DIRECTORS AND/OR BOARD OF COMMISSIONERS OF THE COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PTT PUB CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/24/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO CERTIFY THE MINUTES OF THE 2004 ISSUER YES FOR N/A
SHAREHOLDERS AGM
PROPOSAL #2.: APPROVE THE SHARES PURCHASING IN RRC FROM ISSUER YES FOR N/A
SHELL
PROPOSAL #3.: OTHER MATTERS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PTT PUBLIC COMPANY LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO CERTIFY THE MINUTES OF EGM OF ISSUER YES FOR N/A
SHAREHOLDER NO.1/204 HELD ON 24 SEP 2004
PROPOSAL #2.: APPROVE THE PTT'S 2004 OPERATING RESULTS ISSUER YES FOR N/A
AND THE AUDITED BALANCE SHEET AND INCOME STATEMENT FOR
THE YE 31 DEC 2004
PROPOSAL #3.: APPROVE TO ALLOT ANNUAL NET PROFIT FOR THE ISSUER YES FOR N/A
YEAR 2004 AND DIVIDEND PAYMENT
PROPOSAL #4.: ELECT THE DIRECTORS IN REPLACEMENT OF ISSUER YES FOR N/A
THOSE WHO ARE DUE TO RETIRE BY ROTATION
PROPOSAL #5.: APPROVE TO DETERMINE THE REMUNERATION FOR ISSUER YES FOR N/A
PTT'S BOARD OF DIRECTORS FOR THE YEAR 2005
PROPOSAL #6.: APPOINT THE AUDITORS AND DETERMINE ITS ISSUER YES FOR N/A
REMUNERATION FOR THE YEAR 2005
PROPOSAL #7.: AMEND THE ARTICLES OF ASSOCIATION RELATING ISSUER YES FOR N/A
TO THE COMPANY'S SEAL
PROPOSAL #8.: APPROVE THE 5-YEAR FINANCING PLAN OF PTT ISSUER YES FOR N/A
2005-2009
PROPOSAL #9.: APPROVE TO ISSUE OF 40,000,000 WARRANTS TO ISSUER YES FOR N/A
THE PRESIDENT, EXECUTIVES, EMPLOYEES OF PTT AND
EMPLOYEES OF PTT'S AFFILIATED COMPANIES WHO HOLD ANY
PERMANENT OFFICE IN PTT PTT W-1 UNDER THE ESOP SCHEME
PROPOSAL #10.: APPROVE THE REDUCTION OF PTT'S REGISTERED ISSUER YES FOR N/A
CAPITAL BY CANCELING AUTHORITY BUT UNISSUED SHARES AND
AMEND THE CLAUSE 4 OF THE PTT'S MEMORANDUM OF
ASSOCIATION SO AS TO REFLECT THE REDUCTION OF THE
REGISTERED CAPITAL
PROPOSAL #11.: APPROVE THE INCREASE OF REGISTERED ISSUER YES FOR N/A
CAPITAL OF 40,000,000 SHARES AND AMEND THE CLAUSE 4 OF
PTT'S MEMORANDUM OF ASSOCIATION SO AS TO REFLECT THE
INCREASE OF REGISTERED CAPITAL
PROPOSAL #12.: APPROVE THE ALLOCATION OF PTT'S NEW ISSUER YES FOR N/A
ORDINARY SHARES
PROPOSAL #13.: OTHER BUSINESS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PUNCH TAVERNS PLC, BURTON UPON TRENT STAFFORDSHIRE
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE ANNUAL REPORT AND ISSUER YES FOR N/A
THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE YE 21
AUG 2004
PROPOSAL #2.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES AGAINST N/A
AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
DETERMINE THEIR REMUNERATION
PROPOSAL #3.: APPROVE THE REPORT ON THE DIRECTORS ISSUER YES FOR N/A
REMUNERATION FOR THE YE 21 AUG 2004
PROPOSAL #4.: DECLARE A FINAL DIVIDEND OF 6.1 PENCE PER ISSUER YES FOR N/A
ORDINARY SHARE OF THE COMPANY
PROPOSAL #5.: AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ISSUER YES ABSTAIN N/A
SECTION 347C OF THE COMPANIES ACT 1985 1985 ACT : A) TO
MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS IN
AGGREGATE NOT EXCEEDING GBP 50,000; AND B) TO INCUR EU
POLITICAL EXPENDITURE IN AGGREGATE NOT EXCEEDING GBP
50,000; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 18 MONTHS
PROPOSAL #6.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ANY EXISTING AUTHORITY AND PURSUANT TO SECTION 80 OF
THE 1985 ACT, TO ALLOT RELEVANT SECURITIES SECTION 80
OF THE 1985 ACT UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 39,546 33% OF THE COMPANY'S ORDINARY SHARES IN
ISSUE AS AT 01 DEC 2004; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 18
MONTHS ; 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 #7.: ELECT MR. ADRIAN FAWCETT AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #8.: ELECT MR. JONATHAN PAVELEY AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #9.: ELECT MR. MARTIN GLENN AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #10.: ELECT MR. IAN FRASER AS A DIRECTOR OF THE ISSUER YES ABSTAIN N/A
COMPANY
PROPOSAL #11.: ELECT MR. ROBERT MCDONALD AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #12.: ELECT MR. PHIL COX AS A DIRECTOR OF THE ISSUER YES FOR N/A
COMPANY
PROPOSAL #S.13: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ANY EXISTING AUTHORITY AND PURSUANT TO SECTION 95
OF THE 1985 ACT, TO ALLOT EQUITY SECURITIES SECTION 94
OF THE 1985 ACT FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 6 AND/OR WHERE SUCH AN ALLOTMENT
OF EQUITY CONSTITUTES AN ALLOTMENT OF EQUITY SECURITIES
BY VIRTUE OF SECTION 94(3A) OF THE 1985 ACT,
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 OF SUCH SECURITIES BY WAY OF RIGHTS TO ORDINARY
SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 5,991; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 18 MONTHS ;
AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT AS IF THE
AUTHORITY CONFERRED HEREBY HAD NOT EXPIRED
PROPOSAL #S.14: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 166 OF THE COMPANIES ACT 1985 ACT, TO MAKE
MARKET PURCHASES SECTION 163 OF THE 1985 ACT OF UP TO
25,039,523 ORDINARY SHARES, AT A PRICE NOT LESS THAN THE
NOMINAL VALUE OF SUCH SHARE AND NOT MORE THAN 5% ABOVE
THE AVERAGE OF THE 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 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
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PUNJAB NATIONAL BANK
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/11/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE ISSUANCE OF UP TO 50 MILLION ISSUER YES FOR N/A
SHARES WITHOUT PREEMPTIVE RIGHTS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RENAULT SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE MANAGEMENT REPORT FROM THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND THE REPORT OF THE STATUTORY
AUDITORS ON THE ACCOUNTS OF THE FYE ON 31 DEC 2004,
APPROVE THE CONSOLIDATED ACCOUNTS AS THEY HAVE BEEN
PRESENTED TO IT, DRAWN UP PURSUANT TO ARTICLES L. 233-16
ET SEQUENCE OF THE COMMERCIAL CODE, SHOWING NET PROFITS
OF EUR 3,551,000,000
PROPOSAL #O.2: RECEIVE THE MANAGEMENT REPORT FROM THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND THE REPORT OF THE STATUTORY
AUDITORS ON THE ACCOUNTS OF THE FYE 31 DEC 2004,
APPROVE, AS SPECIFIED, THE ACCOUNTS FOR THIS FY SHOWING
PROFITS OF EUR 251,877,027.36; AND ALSO THE OPERATIONS
EVIDENCED BY THESE ACCOUNTS OR SUMMARIZED AS SPECIFIED
PROPOSAL #O.3: APPROVE TO APPROPRIATE THE RESULTS OF THE ISSUER NO N/A N/A
FY AS FOLLOWS: PROFITS FROM THE FY 251,877,027.36;
ALLOCATION TO THE STATUTORY RESERVES: NIL; REMAINDER
251,877,027.36; PREVIOUS CARRY FORWARD 6,365,889,800.58;
DISTRIBUTABLE PROFITS FOR THE FY 6,617,766,827.94;
DIVIDENDS 512,886,812.40; NEW CARRY FORWARD:
6,104,880,015.54; AND DISTRIBUTE A NET DIVIDEND OF EUR
1.80 TO EACH OF THE SHARES IN THE COMPANY ENTITLED TO
DIVIDENDS: EITHER PROVIDING ENTITLEMENT TO A 50% TAX
REDUCTION WHERE THE BENEFICIARIES ARE NATURAL PERSONS
LIABLE FOR INCOME TAX IN FRANCE, IN ACCORDANCE WITH
ARTICLE 138-3-2 OF THE CODE GENERAL DES IMPOTS GENERAL
TAX CODE IN ITS NEW DRAFTING; OR NOT PROVIDING
ENTITLEMENT TO A TAX REDUCTION IN ALL OTHER CASES; THE
DIVIDEND SHALL BE PAYABLE ON 13 MAY 2005
PROPOSAL #O.4: RECEIVE THE REPORT OF THE STATUTORY ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS REFERRED TO IN ARTICLE L. 225-38
OF THE COMMERCIAL CODE, AND DECIDING ON THE BASIS OF
THIS REPORT, APPROVE EACH OF THESE AGREEMENTS REFERRED
TO THEREIN OUNT OF MXN
250,000,000.00
PROPOSAL #o.5: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MRS. DOMINIQUE DE LA GARANDERIE AS A DIRECTOR, FOR A
TERM OF 4 YEARS, I.E. UNTIL THE GENERAL MEETING DECIDING
ON THE ACCOUNTS OF THE FYE 31 DEC 2008
PROPOSAL #o.6: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. ITARU KOEDA AS A DIRECTOR, FOR A TERM OF 4 YEARS,
I.E. UNTIL THE GENERAL MEETING DECIDING ON THE ACCOUNTS
OF THE FYE 31 DEC 2008
PROPOSAL #o.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. LOUIS SCHWEITZER AS A DIRECTOR, FOR A TERM OF 4
YEARS, I.E. UNTIL THE GENERAL MEETING DECIDING ON THE
ACCOUNTS OF THE FYE 31 DEC 2008
PROPOSAL #o.8: GRANT FULL AND FINAL RELEASE OF MR. ISSUER NO N/A N/A
PIERRE ALANCHE, WHOSE TERM OF OFFICE ENDED IN THE FYE 31
DEC 2004, FROM ANY LIABILITY TO WHICH HE MAY HAVE BEEN
SUBJECT IN THE PERFORMANCE OF HIS MANAGEMENT DUTIES
PROPOSAL #o.9: RECEIVE THE REPORT OF THE STATUTORY ISSUER NO N/A N/A
AUDITORS ON ELEMENTS USED FOR THE DETERMINATION OF THE
REMUNERATION OF EQUITY LOANS
PROPOSAL #o.10: RECEIVE THE REPORT FROM THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, AUTHORIZE THE BOARD OF DIRECTORS, PURSUANT TO
THE PROVISIONS OF ARTICLE L. 225-209 OF THE COMMERCIAL
CODE, TO DEAL IN THE COMPANY'S OWN SHARES UNDER THE
CONDITIONS AND WITHIN THE LIMITS SET FORTH IN LAW AND
REGULATIONS, AT THE MAXIMUM PURCHASE PRICE OF EUR 85 PER
SHARE AND MINIMUM SALE PRICE OF EUR 60 PER SHARE AND
MAXIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED 10% OF THE
REGISTERED CAPITAL, NOT EXCEEDING EUR 2,421,965435;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS
PROPOSAL #o.11: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
ACCORDANCE WITH ARTICLE L.228-40 OF THE COMMERCIAL CODE,
TO ISSUE, ON ONE OR MORE OCCASIONS, BOTH IN FRANCE AND
ABROAD, IN EUROS, IN FOREIGN CURRENCY, OR IN MONETARY
UNITS ESTABLISHED BY REFERENCE TO SEVERAL CURRENCIES,
BONDS UP TO A FACE VALUE OF EUR 4 BILLION, OR ITS
EQUIVALENT IN FOREIGN CURRENCIES, IN SUCH FORM AND AT
SUCH TIMES, RATES AND CONDITIONS THAT IT SHALL DEEM FIT;
AUTHORITY EXPIRES AT THE GENERAL MEETING TO DECIDE ON
THE ACCOUNTS FOR THE FY 2005
PROPOSAL #e.12: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
PURSUANT TO ARTICLE L.225-209 OF THE COMMERCIAL CODE,
WITH THE POSSIBILITY TO SUB-DELEGATE SUCH AUTHORIZATION:
TO CANCEL, ON ONE OR MORE OCCASIONS, ANY SHARES
ACQUIRED THROUGH THE IMPLEMENTATION OF THE AUTHORIZATION
GRANTED IN THE 10 RESOLUTION SUBMITTED TO THIS GENERAL
MEETING, OR ANY RESOLUTION WHICH MAY BE SUBSTITUTED FOR
THE SAME, UP TO A LIMIT, WITHIN ANY PERIOD OF 24 MONTHS,
OF 10% OF THE TOTAL NUMBER OF SHARES MAKING UP THE
REGISTERED CAPITAL AT THE TIME OF SUCH OPERATION, AND,
CORRELATIVELY, TO REDUCE THE REGISTERED CAPITAL BY
APPLYING THE AMOUNT OF THE DIFFERENCE BETWEEN THE
REDEMPTION VALUE OF THE SHARES AND THEIR PAR VALUE
AGAINST ANY ISSUE PREMIUM ITEM OR RESERVE ITEM IN THE
ACCOUNTS; AND TO AMEND THE ARTICLES OF ASSOCIATION AS A
CONSEQUENCE AND FULFILL ALL NECESSARY FORMALITIES;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS
PROPOSAL #e.13: RECEIVE THE REPORT FROM THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE SPECIAL REPORT FROM THE STATUTORY
AUDITORS, AND PURSUANT TO THE PROVISIONS OF ARTICLES L.
225-129 ET SEQUENCE OF THE COMMERCIAL CODE; AUTHORIZE
THE BOARD OF DIRECTORS TO PROCEED, ON ONE OR MORE
OCCASIONS, IN SUCH PROPORTIONS AND AT SUCH TIMES AS IT
MAY THINK FIT, WHETHER IN FRANCE OR ABROAD, WITH THE
ISSUE OF SHARES OF THE COMPANY AS WELL AS ANY SECURITIES
OF ANY NATURE WHATSOEVER PROVIDING ACCESS, WHETHER
IMMEDIATELY AND/OR AT A FUTURE DATE, TO SHARES IN THE
COMPANY; THAT, IN ADDITION THE PAR VALUE OF THE LOAN
SECURITIES LIABLE TO BE ISSUED PURSUANT TO THE
DELEGATION MAY NOT BE GREATER THAN 3 BILLION EUROS, OR
ITS EQUIVALENT IN FOREIGN CURRENCY; THAT THE
SHAREHOLDERS MAY EXERCISE THEIR PREFERENTIAL
SUBSCRIPTION RIGHTS FOR IRREDUCIBLE AMOUNTS UNDER SUCH
CONDITIONS AS PROVIDED BY LAW; IN ADDITION, THE BOARD OF
DIRECTORS SHALL HAVE THE POSSIBILITY OF GRANTING
SHAREHOLDERS THE RIGHT TO SUBSCRIBE, AS REDUCIBLE
AMOUNTS, TO A NUMBER OF SHARES WHICH IS GREATER THAN THE
NUMBER THEY MAY SUBSCRIBE TO AS IRREDUCIBLE AMOUNTS,
PROPORTIONALLY TO THEIR SUBSCRIPTION RIGHTS AND, IN ANY
EVENT, UP TO THE LIMIT OF THE NUMBER THEY REQUEST; TO
EXCLUDE THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS FOR SHARES ISSUED BY THE CONVERSION OF BONDS OR
BY THE EXERCISE OF WARRANTS; THAT THE SUM COLLECTED BY
THE COMPANY OR WHICH IS TO BE COLLECTED BY IT FOR EACH
OF THE SHARES ISSUED IN THE FRAMEWORK OF THE ABOVE
DELEGATION OF POWERS, SHALL BE AT LEAST EQUAL TO THE PAR
VALUE OF THE SHARES; THAT THE BOARD OF DIRECTORS SHALL
HAVE ALL POWERS, WITH THE RIGHT TO SUB-DELEGATE UNDER
THOSE CONDITIONS LAID DOWN BY LAW, TO IMPLEMENT THIS
DELEGATION OF POWERS, IN ORDER IN PARTICULAR TO
DETERMINE THE DATES AND TERMS OF ISSUE AS WELL AS THE
FORMS AND CHARACTERISTICS OF THE SECURITIES TO BE
CREATED, FIX THE ISSUE PRICE AND CONDITIONS, THE AMOUNTS
TO BE ISSUED, DETERMINE THE DATE OF POSSESSION AND
ENTITLEMENT TO DIVIDENDS OF THE SECURITIES TO BE ISSUED,
WHICH MAY BE RETROACTIVE, THE METHOD FOR PAYING UP THE
SHARES OR OTHER SECURITIES ISSUED, AND, WHERE
APPLICABLE, LAY DOWN CONDITIONS FOR THEIR BUY-BACK ON
THE STOCK MARKET, THE POSSIBILITY OF SUSPENSION OF THE
EXERCISE OF RIGHTS TO THE ALLOTMENT OF SHARES ATTACHED
TO SECURITIES FOR A PERIOD WHICH SHALL NOT EXCEED 3
MONTHS, FIX THE MECHANISM FOR THE PRESERVATION OF RIGHTS
OF HOLDERS OF SECURITIES PROVIDING FUTURE ACCESS TO THE
SHARE CAPITAL OF THE COMPANY, IN ACCORDANCE WITH LAWS
AND REGULATIONS; IN ADDITION, THE BOARD MAY PROCEED,
WHERE NECESSARY, WITH ANY AND ALL DEDUCTIONS FROM THE
ISSUE PREMIUM INCLUDING IN PARTICULAR FOR EXPENSES
INCURRED FOR THE COMPLETION OF THE ISSUE, AND SHALL
GENERALLY TAKE ALL NECESSARY STEPS AND CONCLUDE ALL
AGREEMENTS IN ORDER TO COMPLETE SUCH ISSUES PROPERLY AND
OBSERVE THE CAPITAL INCREASES ARISING FROM ANY ISSUE
UNDERTAKEN THROUGH THE USE OF THIS DELEGATION OF POWERS
AND PROCEED WITH THE CORRELATIVE AMENDMENT; AUTHORITY
EXPIRES AT THE GENERAL MEETING CALLED TO DECIDE ON THE
ACCOUNTS OF THE FY 2006
PROPOSAL #e.14: AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- ISSUER NO N/A N/A
LINKED SECURITIES WITHOUT PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF EUR 300 MILLION
PROPOSAL #e.15: AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUER NO N/A N/A
INCREASE THE CAPITAL OF THE COMPANY BY A MAXIMUM PAR
VALUE OF 300 MILLION EUROS, BY THE SUCCESSIVE OR
SIMULTANEOUS ISSUE, ON ONE OR MORE OCCASIONS, OF NEW
SHARES IN THE COMPANY IN ORDER TO REMUNERATE SECURITIES
CONTRIBUTED IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE
L.225-148 OF THE COMMERCIAL CODE IN A PUBLIC EXCHANGE
OFFERING CONCERNING THE SHARES OF A COMPANY ACCEPTED FOR
TRADING ON A REGULATED MARKET OR OFFICIALLY LISTED IN A
STATE WHICH IS A SIGNATORY TO THE AGREEMENT ON THE
EUROPEAN ECONOMIC AREA OTHER THAN FRANCE OR A MEMBER
STATE OF THE ORGANIZATION FOR ECONOMIC CO-OPERATION AND
DEVELOPMENT; THE PAR VALUE FOR LOAN SECURITIES ISSUED,
IF ANY, PURSUANT TO THIS AUTHORIZATION MAY NOT EXCEED
300 BILLION EUROS; THE BOARD OF DIRECTORS SHALL HAVE ALL
POWERS, WITH THE RIGHT TO SUB-DELEGATE UNDER SUCH
CONDITIONS AS LAID DOWN BY LAW, DECIDING ON A REPORT BY
THE STATUTORY AUDITOR OR STATUTORY AUDITORS, TO
IMPLEMENT THIS DELEGATION OF POWERS, IN ORDER IN
PARTICULAR TO: FIX THE PARITY OF EXCHANGE AS WELL AS THE
AMOUNT OF THE CASH BALANCE TO BE PAID, IF ANY, OBSERVE
THE NUMBER OF SHARES TO BE ISSUED, DETERMINE THE DATES
AND ISSUE CONDITIONS, INCLUDING IN PARTICULAR THE PRICE
AND DATE OF ENTITLEMENT TO DIVIDENDS, OF THE NEW SHARES
OR OF THE SECURITIES PROVIDING ACCESS IMMEDIATELY AND/OR
AT A FUTURE DATE TO AN AMOUNT OF THE SHARE CAPITAL OF
THE COMPANY, RECORD, AMONG THE LIABILITIES ON THE
COMPANY'S BALANCE SHEET IN A CONTRIBUTION ISSUE PREMIUM
ACCOUNT, TO WHICH ALL SHAREHOLDERS SHALL BE ENTITLED,
THE DIFFERENCE BETWEEN THE ISSUE PRICE OF THE NEW SHARES
AND THEIR PAR VALUE, INCREASE'S ARISING THERE FROM AND
PROCEED WITH THE CORRELATIVE AMENDMENT OF THE ARTICLES
OF ASSOCIATION; AUTHORITY EXPIRES AT THE GENERAL
MEETING CALLED TO DECIDE ON THE ACCOUNTS FOR THE FY 2006
PROPOSAL #e.16: APPROVE, AS A CONSEQUENCE OF THE ISSUER NO N/A N/A
ADOPTION OF THE RESOLUTIONS 13, 14 AND 15, TO FIX THE
MAXIMUM PAR VALUE OF LOAN SECURITIES LIABLE TO BE ISSUED
PURSUANT TO THE AUTHORIZATION GRANTED BY THE
AFOREMENTIONED RESOLUTIONS AT THE SUM OF 3 BILLION
EUROS, OR ITS EQUIVALENT IN FOREIGN CURRENCY; AND, FIX
THE MAXIMUM PAR VALUE OF CAPITAL INCREASES, WHETHER
IMMEDIATE AND/OR AT A FUTURE DATE, LIABLE TO BE
UNDERTAKEN PURSUANT TO THE AUTHORIZATIONS GRANTED BY THE
AFOREMENTIONED RESOLUTIONS, AT THE SUM OF 500 MILLION
EUROS, THE EUROS, IT BEING SPECIFIED THAT TO THIS PAR
VALUE SHALL BE ADDED, WHERE NECESSARY, THE PAR VALUE OF
SUPPLEMENTARY SHARES TO BE ISSUED IN ORDER TO PRESERVE,
IN ACCORDANCE WITH THE LAW, THE RIGHTS OF HOLDERS OF
SECURITIES PROVIDING ENTITLEMENT TO SHARES
PROPOSAL #e.17: AUTHORIZE THE BOARD OF DIRECTORS, UNDER ISSUER NO N/A N/A
THE QUORUM AND MAJORITY CONDITIONS REQUIRED FOR OGM, IN
ORDER TO INCREASE THE SHARE CAPITAL, ON ONE OR MORE
OCCASIONS, BY AN AMOUNT OF UP TO A MAXIMUM PAR VALUE OF
ONE BILLION EUROS, BY SUCCESSIVE OR SIMULTANEOUS
INCORPORATION INTO THE CAPITAL OF ALL OR PART OF THE
RESERVES, PROFITS OR SHARE ISSUE PREMIUMS, CONTRIBUTION
ISSUE PREMIUMS OR MERGER ISSUE PREMIUMS, TO BE
UNDERTAKEN BY THE CREATION AND GRATUITOUS ALLOTMENT OF
SHARES OR BY THE INCREASE OF THE PAR VALUE OF SHARES OR
BY THE JOINT USE OF BOTH OF THESE PROCESSES; AND
AUTHORIZE THE BOARD OF DIRECTORS, WITH THE RIGHT TO SUB-
DELEGATE UNDER THOSE CONDITIONS LAID DOWN BY LAW, IN
ORDER IN PARTICULAR TO DETERMINE THE DATES AND MECHANISM
OF ISSUE, FIX THE ISSUE PRICE AND CONDITIONS, FIX THE
AMOUNTS TO BE ISSUED AND, MORE GENERALLY, TAKE ALL STEPS
IN ORDER TO ENSURE THE PROPER COMPLETION OF THE SAME,
ACCOMPLISH ALL ACTS AND FORMALITIES IN ORDER TO MAKE THE
CORRESPONDING CAPITAL INCREASE'S DEFINITIVE AND MAKE
THE CORRELATIVE AMENDMENTS TO THE ARTICLES OF
ASSOCIATION; AUTHORITY EXPIRES AT THE GENERAL MEETING
CALLED TO DECIDE ON THE ACCOUNTS FOR THE FY 2006
PROPOSAL #e.18: APPROVE CAPITAL INCREASE RESERVED FOR ISSUER NO N/A N/A
EMPLOYEES PARTICIPATING IN SAVINGS-RELATED SHARE
PURCHASE PLAN
PROPOSAL #e.19: AMEND THE PARAGRAPH 4 OF ARTICLE 9 OF ISSUER NO N/A N/A
THE ARTICLES OF ASSOCIATION PURSUANT TO THE PROVISIONS
OF ORDINANCE NO. 2004-604 OF 24 JUN 2004, AND TO
INCREASE THE SHAREHOLDING THRESHOLD FIXED IN THE
ARTICLES OF ASSOCIATION BY INCREASING IT TO 2%, AS
SPECIFIED
PROPOSAL #O.20: GRANT ALL POWERS ON THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO PROCEED WITH ALL NECESSARY FILING AND PUBLICATIONS
FORMALITIES AS PROVIDED FOR BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: REPSOL YPF SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, IF APPROPRIATE, THE ANNUAL ISSUER YES FOR N/A
FINANCIAL STATEMENTS, BALANCE SHEET, PROFIT AND LOSS
ACCOUNT AND THE ANNUAL REPORT, AND THE MANAGEMENT REPORT
OF REPSOL YPF, S.A, OF THE CONSOLIDATED ANNUAL
FINANCIAL STATEMENTS, CONSOLIDATED BALANCE SHEET,
CONSOLIDATED PROFIT AND LOSS ACCOUNT AND THE
CONSOLIDATED ANNUAL REPORT, AND THE CONSOLIDATED
MANAGEMENT REPORT, FOR THE FYE 31 DEC 2004 OF THE
PROPOSAL OF APPLICATION OF ITS EARNINGS AND OF THE
MANAGEMENT BY THE BOARD OF DIRECTORS DURING SAID YEAR
PROPOSAL #2.: RECEIVE THE INFORMATION TO THE GENERAL ISSUER YES FOR N/A
SHAREHOLDERS MEETING ON THE AMENDMENTS TO THE
REGULATIONS OF THE BOARD OF DIRECTORS
PROPOSAL #3.: AMEND THE CHAPTER II OF THE TITLE IV, ISSUER YES FOR N/A
RELATED TO THE BOARD OF DIRECTORS, THE ARTICLE 40
RELATED TO THE AUDIT, ARTICLE 47 RELATED TO RESOLUTION
OF DISPUTES AND THE CONSEQUENT REMUNERATION OF ARTICLE
38 AND THE CONSECUTIVES OF THE ARTICLES OF ASSOCIATION
PROPOSAL #4.: APPOINT OR RE-ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #5.: APPOINT THE ACCOUNTS AUDITOR OF REPSOL ISSUER YES FOR N/A
YPF, S.A AND ITS CONSOLIDATED GROUP
PROPOSAL #6.: AUTHORIZE THE BOARD OF DIRECTORS FOR THE ISSUER YES FOR N/A
DERIVATIVE ACQUISITION OF SHARES OF REPSOL YPF, S.A
DIRECTLY OR THROUGH CONTROLLED COMPANIES, WITHIN A
PERIOD OF 18 MONTHS FROM THE RESOLUTION OF THE
SHAREHOLDERS MEETING, LEAVING WITHOUT EFFECT THE
AUTHORIZATION GRANTED BY THE ORDINARY GENERAL
SHAREHOLDERS MEETING HELD ON 31 MAR 2004
PROPOSAL #7.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
RESOLVE THE INCREASE OF THE CAPITAL STOCK, UP TO THE
MAXIMUM AMOUNT LEGALLY PRESCRIBED, WITH THE POSSIBILITY
OF EXCLUDING THE PREEMPTIVE RIGHTS, LEAVING WITHOUT
EFFECT THE 6TH RESOLUTION OF THE GENERAL SHAREHOLDERS
MEETING HELD ON 21 APR 2002
PROPOSAL #8.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE ISSUER YES FOR N/A
DEBENTURES, BONDS AND ANY OTHER FIXED RATE SECURITIES OF
ANALOGOUS NATURE, SIMPLES OR EXCHANGEABLES BY ISSUED
SHARES OF OTHER COMPANIES, AS WELL AS PROMISSORY NOTES
AND PREFERENCE SHARES, AND TO GUARANTEE THE ISSUE OF
SECURITIES BY THE COMPANIES WITHIN THE GROUP, LEAVING
WITHOUT EFFECT, IN THE PORTION NOT USED, THE 12TH
RESOLUTION OF THE GENERAL SHAREHOLDERS MEETING HELD ON
28 JUN 2000
PROPOSAL #9.: GRANT AUTHORITY TO SUPPLEMENT, DEVELOP, ISSUER YES FOR N/A
EXECUTE, RECTIFY OR FORMALIZE THE RESOLUTIONS ADOPTED BY
THE GENERAL SHAREHOLDERS MEETING
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RMC GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/17/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE SCHEME OF ARRANGEMENT TO BE ISSUER YES FOR N/A
MADE BETWEEN THE COMPANY AND THE HOLDERS OF THE SCHEME
SHARES AS DEFINED IN THE SAID SCHEME
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RMC GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/17/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE, FOR THE PURPOSE OF GIVING EFFECT ISSUER YES FOR N/A
TO THE SCHEME OF ARRANGEMENT DATED 25 OCT 2004 BETWEEN
THE COMPANY AND THE HOLDERS OF ITS SCHEME SHARES AS
DEFINED IN THE SAID SCHEME , SUBJECT TO SUCH
MODIFICATION, ADDITION OR CONDITION APPROVED OR IMPOSED
BY THE COURT THE SCHEME : A) THE SCHEME AND AUTHORIZE
THE DIRECTORS OF THE COMPANY TO TAKE ALL SUCH ACTION AS
THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING
THE SCHEME INTO EFFECT; B) TO REDUCE THE SHARE CAPITAL
OF THE COMPANY BY CANCELING AND EXTINGUISHING ALL THE
CANCELLATION SHARES AS SPECIFIED IN SCHEME ; C) AND
SUBJECT TO AND FORTHWITH UPON THE SAID REDUCTION OF
CAPITAL TAKING EFFECT AND NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THE ARTICLES OF ASSOCIATION OF THE
COMPANY: I) TO INCREASE THE SHARE CAPITAL OF THE COMPANY
TO ITS FORMER AMOUNT BY CREATION OF SUCH NUMBER OF
ORDINARY SHARES OF 25 PENCE EACH AS SHALL BE EQUAL TO
THE NUMBER OF CANCELLATION SHARES CANCELLED PURSUANT TO
POINT (A) ABOVE; II) TO CAPITALIZE THE RESERVE ARISING
IN THE BOOKS OF ACCOUNT OF THE COMPANY AS A RESULT OF
THE SAID REDUCTION OF THE CAPITAL AND APPLY IN FULL AT
PAR THE NEW ORDINARY SHARES SO CREATED AND ALLOT AND
ISSUED CREDITED SUCH ORDINARY SHARES AS FULLY PAID TO
CEMEK UK LIMITED AND/OR ITS NOMINEE'S ; III) AND
AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT TO
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT THE NEW
ORDINARY SHARES REFERRED IN POINT (C) (II) ABOVE UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 100,000,000;
AUTHORITY EXPIRES ON 27 SEP 2005 ; AND D) TO AMEND THE
ARTICLES OF ASSOCIATION OF THE COMPANY BY ADOPTING AND
INCLUDING THE NEW ARTICLE 126
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROHM CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND 42.5 YEN
PROPOSAL #2.: APPROVE PURCHASE OF OWN SHARES ISSUER YES FOR N/A
PROPOSAL #3.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #4.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE PAYMENT OF RETIREMENT ALLOWANCE ISSUER YES AGAINST N/A
TO THE CORPORATE AUDITORS IN ACCORDANCE WITH THE
ABOLISHMENT OF THE RETIREMENT ALLOWANCE PROGRAM FOR
CORPORATE AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROYAL & SUN ALLIANCE INSURANCE GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/9/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE DISPOSAL OF THE UK LIFE ISSUER YES FOR N/A
OPERATIONS OF ROYAL & SUN ALLIANCE TO RESOLUTION LIFE
LIMITED THE DISPOSAL , SUBJECT TO THE CONDITIONS OF THE
SALE AGREEMENT DATED 30 JUL 2004 AND AUTHORIZE THE
DIRECTORS OF THE COMPANY OR ANY DULY CONSTITUTED
COMMITTEE THEREOF TO MAKE ANY NON-MATERIAL AMENDMENT,
VARIATION, WAIVER OR EXTENSION TO THE TERMS OR
CONDITIONS OF THE DISPOSAL WHICH THE DIRECTORS CONSIDER
REASONABLE AND IN THE BEST INTERESTS OF SHAREHOLDERS AS
A WHOLE AND TO DO ALL SUCH OTHER THINGS AS THEY MAY
CONSIDER NECESSARY, EXPEDIENT OR DESIRABLE IN CONNECTION
WITH THE DISPOSAL
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROYAL BANK OF SCOTLAND GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE REPORT AND THE ISSUER YES FOR N/A
ACCOUNTS
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 DR. J.M. CURIE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT SIR FRED GOODWIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT SIR STEVE ROBSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: ELECT MR. A.S. HUNTER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: ELECT MR. C.J. KOCH AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: ELECT MR. J.P. MACHALE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #10.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS
PROPOSAL #11.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #12.: APPROVE TO CREATE ADDITIONAL ORDINARY ISSUER YES FOR N/A
SHARES AND RENEW THE AUTHORITY TO ALLOT ORDINARY SHARES
PROPOSAL #S.13: APPROVE TO RENEW THE PRE-EMPTION ISSUER YES FOR N/A
AUTHORITY
PROPOSAL #S.14: APPROVE TO ALLOW THE PURCHASE OF OWN ISSUER YES FOR N/A
SHARES
PROPOSAL #15.: APPROVE TO CREATE ADDITIONAL DOLLAR ISSUER YES FOR N/A
PREFERENCE SHARES AND RENEW THE AUTHORITY TO ALLOT
PREFERENCE SHARES
PROPOSAL #16.: APPROVE THE LONG TERM INCENTIVE PLAN ISSUER YES FOR N/A
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ISSUER: SABMILLER PLC, WOKING
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/29/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE FINANCIAL STATEMENTS ISSUER YES FOR N/A
FOR THE YE 31 MAR 2004,TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
CONTAINED IN THE ANNUAL REPORT FOR THE YE 31 MAR 2004
PROPOSAL #3.: RE-ELECT MR. J.M. KAHN AS A DIRECTOR OF ISSUER YES ABSTAIN N/A
THE COMPANY
PROPOSAL #4.: RE-ELECT MR. P.J. MANSER AS A DIRECTOR OF ISSUER YES ABSTAIN N/A
THE COMPANY
PROPOSAL #5.: RE-ELECT MR. M.Q. MORLAND AS A DIRECTOR OF ISSUER YES ABSTAIN N/A
THE COMPANY
PROPOSAL #6.: RE-ELECT MR. M.I. WYMAN AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #7.: DECLARE A FINAL DIVIDEND OF 22.5 US CENTS ISSUER YES FOR N/A
PER SHARE
PROPOSAL #8.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES AGAINST N/A
THE AUDITORS TO UNTIL THE NEXT AGM
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES AGAINST N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO ALLOT ORDINARY ISSUER YES FOR N/A
SHARES ON CONVERSION OF THE USD 600 MILLION GUARANTEED
CONVERTIBLE BONDS DUE 2006
PROPOSAL #11.: AUTHORIZE THE DIRECTORS, UNDER SECTION 80 ISSUER YES FOR N/A
OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES
PROPOSAL #S.12: AUTHORIZE THE DIRECTORS TO ALLOT ISSUER YES FOR N/A
ORDINARY SHARES FOR CASH OTHERWISE THAN PRO RATA TO ALL
SHAREHOLDERS
PROPOSAL #S.13: AUTHORIZE THE DIRECTORS TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES OF ORDINARY SHARES OF USD 0.10 EACH IN THE
CAPITAL OF THE COMPANY
PROPOSAL #14.: AUTHORIZE THE USE OF TREASURY SHARES FOR ISSUER YES FOR N/A
EMPLOYEE SHARE SCHEMES
PROPOSAL #S.15: APPROVE THE CONTINGUENT PURCHASE CONTRACT ISSUER YES FOR N/A
PROPOSAL #S.16: AMEND THE ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR N/A
COMPANY IN RESPECT OF TREASURY SHARES
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ISSUER: SAIPEM SPA, SAN DONATO MILANESE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE STATUTORY FINANCIAL STATEMENTS ISSUER NO N/A N/A
AS OF 31 DEC 2004, CONSOLIDATED FINANCIAL STATEMENTS,
DIRECTORS REPORT, THE BOARD OF STATUTORY AUDITORS AND
THE INDEPENDENT AUDITORS; THE NET INCOME ALLOCATION
PROPOSAL #2.: AUTHORIZE THE BOARD OF DIRECTORS, AS PER ISSUER NO N/A N/A
ARTICLE 2357 OF THE ITALIAN CIVIL CODE TO PURCHASE, OVER
A PERIOD OF 18 MONTHS FROM THE DATE OF SHAREHOLDERS
APPROVAL, UP TO NO. 2,000,000 TREASURY SHARES OF A
NOMINAL VALUE OF 1 EURO EACH AT A PRICE NOT LOWER THAN
THEIR NOMINAL VALUE BUT NOT HIGHER THAN 5% OF THE
REFERENCE PRICE ON THE DAY PRECEDING EACH PURCHASE,
WHICH SHALL TAKE PLACEON THE TELEMATIC STOCK MARKET OF
THE ITALIAN STOCK EXCHANGE AND FOR AN OVERALL AMOUNT NOT
EXCEEDING EUR 24,000,000
PROPOSAL #3.: AUTHORIZE THE BOARD OF DIRECTORS AS PER ISSUER NO N/A N/A
ARTICLE 2357 TER OF THE ITALIAN CIVILCODE, TO ALLOCATE
UP TO A MAXIMUM OF 2,000,000 TREASURY SHARES TO THE
STOCK GRANT AND STOCK OPTION SCHEMES
PROPOSAL #4.1: APPROVE TO FIX THE NUMBER OF DIRECTORS ISSUER NO N/A N/A
PROPOSAL #4.2: ELECT THE DIRECTORS - MAJORITY SLATE ISSUER NO N/A N/A
PROPOSAL #4.3: ELECT THE DIRECTORS - MINORITY ISSUER NO N/A N/A
SHAREHOLDERS SLATE
PROPOSAL #4.4: APPROVE THE REMUNERATION OF THE DIRECTORS ISSUER NO N/A N/A
PROPOSAL #5.1: APPOINT INTERNAL STATUTORY AUDITORS AND ISSUER NO N/A N/A
ITS CHAIRMAN - MAJORITY SLATE
PROPOSAL #5.2: APPOINT INTERNAL STATUTORY AUDITORS - ISSUER NO N/A N/A
MINORITY SLATE
PROPOSAL #5.3: APPROVE THE REMUNERATION OF THE INTERNAL ISSUER NO N/A N/A
STATUTORY AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SAMPO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ADOPT THE ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #1.2: APPROVE THE ACTIONS ON PROFIT OR LOSS AND ISSUER YES FOR N/A
TO PAY A DIVIDEND OF EUR 0.20 PER SHARE
PROPOSAL #1.3: GRANT DISCHARGE FROM LIABILITY ISSUER YES FOR N/A
PROPOSAL #1.4: APPROVE THE REMUNERATION OF THE BOARD ISSUER YES FOR N/A
MEMBERS
PROPOSAL #1.5: APPROVE THE REMUNERATION OF THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #1.6: RE-ELECT MESSRS. TOM BERGLUND, ANNE ISSUER YES FOR N/A
BRUNILA, GEORG EHRNROOTH, JYRKI JUUSELA, OLLI-PEKKA
KALLASVUO, CHRISTOFFER TAXELL, MATTI VUORIA AND BJ
WAHLROOS AS THE BOARD MEMBERS
PROPOSAL #1.7: ELECT ERNST & YOUNG OY AS THE AUDITORS OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #2.: AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE ISSUER YES FOR N/A
ON BUYING BACK SAMPO A SHARES HAVING A COUNTER-BOOK
VALUE OF EUR 0.17 PER SHARE NOT AN EXACT VALUE , USING
FUNDS AVAILABLE FOR PROFIT DISTRIBUTION AS SPECIFIED
PROPOSAL #3.: AMEND ARTICLES 2, 8 AND 17 OF THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SAMSUNG ELECTRS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET, INCOME ISSUER YES FOR N/A
STATEMENT AND THE STATEMENT OF THE APPROPRIATION OF
RETAINED EARNING DRAFT FOR THE 36TH FY FROM 01 JAN
2004 TO 31 DEC 2004; THE CASH DIVIDEND EXCLUDING
INTERIM DIVIDENDS , DIVIDEND PER SHARE: KRW 5,000
COMMON AND KRW 5,050 PREFERRED
PROPOSAL #2.: APPROVE TO APPOINT THE MR. IN-JOO KIM AS ISSUER YES ABSTAIN N/A
AN EXECUTIVE DIRECTOR AS SPECIFIED
PROPOSAL #3.: APPROVE TO LIMIT THE REMUNERATION FOR THE ISSUER YES FOR N/A
DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SANKYO CO LTD, GUNMA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PROFIT APPROPRIATION FOR THE ISSUER YES FOR N/A
NO.40 TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN
PROPOSED AS JPY 45 PER SHARE JPY 70 ON A YEARLY BASIS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SANLAM LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/1/2005 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 2004
PROPOSAL #2.: RE-APPOINT THE EXTERNAL AUDITORS OF THE ISSUER YES FOR N/A
COMPANY
PROPOSAL #3.1: RE-ELECT MR. R.C. ANDESEN AS AN 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. M.V. MOOSA AS AN ADDITIONAL ISSUER YES FOR N/A
DIRECTOR IN TERMS OF ARTICLE 13.2 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #3.3: RE-ELECT MR. M. RAMOS AS AN ADDITIONAL ISSUER YES FOR N/A
DIRECTOR IN TERMS OF ARTICLE 13.2 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #4.1: RE-ELECT MR. A.S. DU PLESSIS AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROATION IN TERMS
OF ARTICLE 14 OF THE ARTICLES
PROPOSAL #4.2: RE-ELECT MR. C.E. MAYNARD AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES BY ROATION IN TERMS OF
ARTICLE 14 OF THE ARTICLES
PROPOSAL #4.3: RE-ELECT MR. P. DE V. RADEMEYER AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROATION IN TERMS
OF ARTICLE 14 OF THE ARTICLES
PROPOSAL #4.4: RE-ELECT MR. G.E. RUDMAN AS A DIRECTOR OF ISSUER YES AGAINST N/A
THE COMPANY, WHO RETIRES BY ROATION IN TERMS OF ARTICLE
14 OF THE ARTICLES
PROPOSAL #5.: AUTHORIZE THE BOARD TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE EXTERNAL AUDITORS
PROPOSAL #6.: APPROVE THE TOTAL AMOUNT OF DIRECTORS ISSUER YES FOR N/A
REMUNERATION FOR THE YE 31 DEC 2004
PROPOSAL #7.: APPROVE THE REMUNERATION OF THE NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTORS FOR THE PERIOD 01 JAN 2005 UP TO 30
JUN 2006: A) THE CHAIRMAN: AN ALL INCLUSIVE REMUNERATION
PACKAGE OF ZAR 1.2 MILLION PER ANNUM (CURRENTLY ZAR
750,000 PER ANNUM); B) THE DEPUTY CHAIRMAN: A FIXED FEE
OF ZAR 240,000 PER ANNUM PLUS AN ATTENDANCE FEE OF ZAR
L4,000 PER BOARD MEETING (CURRENTLY ZAR 240,000 AND ZAR
10,000 RESPECTIVELY); C) OTHER DIRECTORS: A FIXED FOE OF
ZAR 1,60,000 PER ANNUM PLUS AN ATTENDANCE TOO OF ZAR
14,000 PER BOARD MEETING (CURRENTLY ZAR L,60, 000 AND
ZAR 10,000 RESPECTIVELY); IT SHOULD BE NOTED THAT THESE
FEES WERE NOT INCREASED IN 2004; THE LAST ADJUSTMENT
TOOK EFFECT ON 01 JAN 2003; D) BOARD COMMITTEES: A FIXED
FEE OF ZAR 44,000, ZAR 33,000 OR ZAR 22,000 PER ANNUM,
DEPENDING ON THE RESPONSIBILITIES AND WORKLOAD
ASSOCIATED WITH THE PARTICULAR COMMITTEE (CURRENTLY ZAR
40,000 OR ZAR 20,000).; THE FEE FOR THE CHAIRMAN OF A
COMMITTEE IS DOUBLE THAT OF AN ORDINARY COMMITTEE
MEMBER; THESE FEES WERE NOT INCREASED IN 2004; THE LAST
ADJUSTMENT TOOK EFFECT ON 01 JAN 2003
PROPOSAL #8.O1: APPROVE TO PLACE THE AUTHORIZED BUT ISSUER YES FOR N/A
UNISSUED ORDINARY SHARES IN THE SHARE CAPITAL OF THE
COMPANY, SUBJECT TO A MAXIMUM OF 275 MILLION SHARES, AT
THE DISPOSAL AND UNDER THE CONTROL OF THE BOARD, AND
AUTHORIZE THE DIRECTORS ARE TO ALLOT, ISSUE OR OTHERWISE
DISPOSE THEREOF TO SUCH PERSON OR PERSONS AND ON SUCH
TERMS AND CONDITIONS AS THE DIRECTORS MAY FROM TIME TO
TIME DETERMINE, BUT SUBJECT TO THE PROVISIONS OF THE
COMPANIES ACT, NO.61 OF 1973, AS AMENDED THE COMPANIES
ACT , THE REQUIREMENTS OF THE JSE SECURITIES EXCHANGE
SOUTH AFRICA (THE JSE) AND ANY OTHER STOCK EXCHANGE UPON
WHICH THE SHARES OF THE COMPANY MAY BE QUOTED OR LISTED
FROM TIME TO TIME
PROPOSAL #9.o2: AUTHORIZE THE BOARD TO: A) IMPLEMENT A ISSUER YES AGAINST N/A
BROAD BASED EMPLOYEE SHARE PLAN AS CONTEMPLATED IN
SECTION 8B OF THE INCOME TAX ACT BBE SHARE PLAN , B)
SUBJECT TO THE LIMITATIONS SET OUT BELOW IN THE REASON
FOR AND THE EFFECT OF THIS 9.O.2, ALLOT AND ISSUE A
MAXIMUM OF 5 MILLION ORDINARY SHARES WITH A PAR VALUE OF
ZAR 0, 01 EACH IN THE COMPANY AND ON SUCH TERMS, AS MAY
BE APPROPRIATE, PURSUANT TO THE INTRODUCTION OF THE BBE
SHARE PLAN, AND SUBJECT TO THE LIMITATIONS SET OUT
BELOW IN THE REASON FOR AND THE EFFECT OF THIS 9.O.2, TO
IMPOSE SUCH OTHER TERMS AND CONDITIONS TO THE BBE SHARE
PLAN AS THE BOARD IN THEIR SOLE DISCRETION DEEM
APPROPRIATE
PROPOSAL #10.s1: AUTHORIZE THE BOARDS OF DIRECTORS OF ISSUER YES FOR N/A
THE COMPANY AND ANY SUBSIDIARY OF THE COMPANY, UP TO AND
INCLUDING THE DATE OF THE FOLLOWING AGM OF THE COMPANY,
TO APPROVE: A) THE PURCHASE OF ANY OF ITS SECURITIES BY
THE COMPANY OR ITS SUBSIDIARIES INCLUDING ORDINARY
SHARES OF ZAR 0,01 EACH IN THE CAPITAL OF THE COMPANY;
AND B) THE PURCHASE OF SUCH SECURITIES BY THE COMPANY IN
ANY HOLDING COMPANY OF THE COMPANY, IF ANY, AND ANY
SUBSIDIARY OF ANY SUCH HOLDING COMPANY, SUBJECT TO THE
PROVISIONS OF THE COMPANIES ACT AND THE REQUIREMENTS OF
THE JSE AND ANY OTHER STOCK EXCHANGE UPON WHICH THE
SHARES OF THE COMPANY MAY BE QUOTED OR LISTED FROM TIME
TO TIME, AND SUBJECT TO SUCH OTHER CONDITIONS AS MAY BE
IMPOSED BY ANY OTHER RELEVANT AUTHORITY; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 15 MONTHS ; AND GRANT AUTHORITY TO
REPURCHASE BE LIMITED TO A MAXIMUM OF 10% OF THE
RELEVANT COMPANY'S ISSUED SHARE CAPITAL OF THAT CLASS AT
THE TIME THE AUTHORITY IS GRANTED; AND REPURCHASES MUST
NOT BE MADE AT A PRICE MORE THAN 5% ABOVE THE WEIGHTED
AVERAGE OF THE MARKET VALUE OF THE SECURITIES FOR THE
FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DATE OF THE
REPURCHASES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SANLAM LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/9/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.O1: APPROVE THE DISPOSAL BY SANLAM OF UP TO ISSUER YES FOR N/A
100% OF ABSA ORDINARY SHARES BENEFICIALLY HELD IN THE
SHAREHOLDERS FUND OF SANLAM PURSUANT TO THE SCHEME OR
ARRANGEMENT PROPOSED BY BARCLAYS BETWEEN ABSA AND ITS
ORDINARY SHAREHOLDERS INCLUDING SANLAM AND THE
SIMULTANEOUS PARTIAL OFFER MADE BY BARCLAYS TO THE
ORDINARY SHAREHOLDERS OF ABSA TO ACQUIRE SOME OF THEIR
ABSA ORDINARY SHARES INCLUDING THE WAIVER OF ANY
OBLIGATION ON BARCLAYS TO MAKE A MANDATORY OFFER FOR ALL
ABSA SHARES OR ANY OTHER MATERIALLY BETTER ALTERNATIVE
OFFER FROM AN OFFER OTHER THAN BARCLAYS
PROPOSAL #2.O2: AUTHORIZE ANY DIRECTOR OF THE COMPANY, ISSUER YES FOR N/A
SUBJECT TO THE PASSING OF RESOLUTION 1.O1, TO DO ALL
SUCH THINGS AND SIGN ALL SUCH DOCUMENTATION AS MAY BE
NECESSARY TO CARRY INTO EFFECT THE AFORESAID RESOLUTION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SANOFI-AVENTIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/23/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ACKNOWLEDGE THE AMALGAMATION-MERGER ISSUER NO N/A N/A
PROJECT OF AVENTIS BY SANOFI-AVENTIS DATED 14 OCT 2004,
UNDER WHICH IT IS STATED THAT THE AVENTIS SHALL
CONTRIBUTE THE TOTAL OF ITS ASSETS (EUR
41,208,544,876.00), WITH THE CORRESPONDING TAKING-OVER
OF ALL ITS LIABILITIES (EUR 14,099,319,197.00) AND
APPROVE THE TERMS AND CONDITIONS OF THIS AGREEMENT; NET
WORTH: EUR 27,109,225,679.00; AND ALSO APPROVE THE
PAYMENT FOR THE CONTRIBUTIONS ACCORDING TO A RATIO OF
EXCHANGE OF 27 SANOFI-AVENTIS SHARES AGAINST 23 AVENTIS
SHARES AND THE OPERATION SHALL BE FINAL ON 31 DEC 2004;
CONSEQUENTLY, THE GENERAL MEETING DECIDES TO INCREASE
THE SHARE CAPITAL BY EUR 38,245,770.00 TO INCREASE IT
FROM EUR 2,784,562,864.00 TO EUR 2,822,808,634.00, BY
THE CREATION OF 19,122,885 NEW FULLY PAID-UP SHARES OF A
PAR VALUE OF EUR 2.00 EACH, TO BE DISTRIBUTED AMONG THE
SHAREHOLDERS OF THE ACQUIRED COMPANY, WITH A RATIO OF
EXCHANGE OF 27 SANOFI-AVENTIS SHARES AGAINST 23 AVENTIS
SHARES, BEARING AN ACCRUING DIVIDEND AS DECIDED AFTER
THEIR ISSUE; THE MERGER SURPLUS OF EUR 508,561,335.00
SHALL BE REGISTERED IN A MERGER SURPLUS ACCOUNT; THE
AMOUNT OF THE DIVIDENDS RECEIVED BY AVENTIS FOR THE
SANOFI-AVENTIS SHARES IT HOLDS, WHICH REPRESENTS EUR
27,894,216.00 SHALL BE CHARGED TO THE MERGER SURPLUS
ACCOUNT, THUS AMOUNTING TO EUR 536,455,551.00; CAPITAL
LOSS ON TRANSFERRED SHARES: EUR 25,277,722,121.00
PROPOSAL #2.: AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT ISSUER NO N/A N/A
TO THE REALIZATION OF THE CONDITIONS AIMED AT ARTICLE
NO. 14 OF THE AMALGAMATION-MERGER TREATY, TO WITHDRAW
FROM THE MERGER PREMIUM ALL NECESSARY AMOUNTS IN ORDER
TO: FUND THE LEGAL RESERVE: 10% OF THE CAPITAL EXISTING
AFTER THE AMALGAMATION-MERGER, FUND THE SPECIAL RESERVE
ON LONG-TERM CAPITAL GAINS: EUR 319,518,918.00; FUN
OTHER RESERVES AND PROVISIONS TO CHARGE ALL FEES,
EXPENSES AND RIGHT RESULTING FROM THE AMALGAMATION-
MERGER; THE GENERAL MEETING ALSO DECIDES TO CHARGE THE
CAPITAL LOSS ON TRANSFERRED SHARES TO THE SHARE PREMIUM,
THUS AMOUNTING TO EUR 9,863,155,240.00
PROPOSAL #3.: APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS ISSUER NO N/A N/A
IN THE AVENTIS COMMITMENTS RELATING TO THE EQUITY
WARRANTS ISSUED BY AVENTIS; ONCE THE MERGER IS
EFFECTIVE, THE AVENTIS EQUITY WARRANTS SHALL GIVE RIGHT
TO SANOFI-AVENTIS SHARES AND THEIR NUMBER SHALL
CORRESPOND TO THE NUMBER OF AVENTIS SHARES THESE EQUITY
WARRANTS SHALL GIVE RIGHT AFTER THE IMPLEMENTATION OF
THE RATIO OF EXCHANGE OF 27 AGAINST 23; THE GENERAL
MEETING DECIDES TO RELINQUISH, TO THE BENEFIT OF THE
EQUITY WARRANT HOLDERS, TO THE PRE-EMPTIVE RIGHT OF
SUBSCRIPTION TO SHARES TO BE ISSUED BY SANOFI-AVENTIS IN
ORDER TO INCREASE THE SHARE CAPITAL FOR A MAXIMUM
NUMBER OF 301,986; AND APPROVE TO DELEGATE ALL POWERS TO
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #4.: APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS ISSUER NO N/A N/A
IN ALL THE OBLIGATIONS RESULTING FROM THE AVENTIS
COMMITMENTS REGARDING THE HOLDERS OF THE 48,080,289
OPTIONS GRANTING THE RIGHT TO THE SUBSCRIBE AVENTIS
SHARES; AFTER THE AMALGAMATION-MERGER IS FINAL, SANOFI-
AVENTIS SHARES SHALL BE ALLOTTED TO THE BENEFICIARIES OF
OPTIONS GRANTING THE RIGHT TO SUBSCRIBE AVENTIS SHARES;
THE GENERAL MEETING DECIDES TO RELINQUISH, TO THE
BENEFIT OF THE OPTION HOLDERS, TO THE PRE-EMPTIVE RIGHT
OF SUBSCRIPTION TO SHARES TO BE ISSUED BY SANOFI-AVENTIS
IN ORDER TO INCREASE THE SHARE CAPITAL; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #5.: ACKNOWLEDGE THAT THE AMALGAMATION SHALL BE ISSUER NO N/A N/A
DEFINITELY REALIZED ON 31 DEC 2004, AND THAT
CONSEQUENTLY, AVENTIS SHALL BE DISSOLVED WITHOUT
LIQUIDATION ON 31 DEC 2004
PROPOSAL #6.: AMEND THE ARTICLES OF ASSOCIATION AS ISSUER NO N/A N/A
FOLLOWS: ARTICLE 6 (SHARE CAPITAL): THE SHARE CAPITAL IS
SET AT EUR 2,822,808,634.00 AND IS DIVIDED INTO
1,411,404,317 FULLY PAID-UP SHARES OF A PAR VALUE OF EUR
2.00 EACH
PROPOSAL #7.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, BY WAY OF ISSUING, WITHOUT
THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION, SHARES GIVING
ACCESS TO SANOFI-AVENTIS CAPITAL TO THE BENEFIT OF THE
COMPANY'S EMPLOYEES, IN ACCORDANCE WITH THE LEGAL
PROVISIONS OF ARTICLE: L.225-138 C AND L 443-5 C;
AUTHORITY IS GIVEN FOR A PERIOD EXPIRING ON 23 AUG 2006
; AUTHORIZE THE BOARD OF DIRECTORS TO MAKE USE OF
RESOLUTIONS 8 AND 10 OF THE COMBINED GENERAL MEETING OF
23 JUN 2004 IN ORDER TO ALLOT TO SANOFI-AVENTIS
EMPLOYEES FREE SHARES OR OTHER SECURITIES GIVING ACCESS
TO THE CAPITAL, IN ADDITION TO SHARES TO BE SUBSCRIBED
BY CASH; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THE PRESENT DELEGATION CANCELS ALL PREVIOUS
DELEGATIONS IN ORDER TO INCREASE SANOFI-AVENTIS CAPITAL
BY WAY OF ISSUING SHARES GRANTED TO EMPLOYEES, WITHOUT
THE PRE-EMPTIVE RIGHT OF SUBSCRIPTIONS AND IT CANCELS
AND REPLACES, FOR ITS PART UNUSED, THE DELEGATION GIVEN
IN RESOLUTION 11 AT THE GENERAL MEETING OF 23 JUN 2004
PROPOSAL #8.: 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
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ISSUER: SANOFI-AVENTIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: ACKNOWLEDGE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE GENERAL REPORT OF THE AUDITORS AND
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.2: ACKNOWLEDGE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: APPROVE THE TRANSFER OF THE AMOUNT OF EUR ISSUER NO N/A N/A
200,000,000.00, PURSUANT TO THE ARTICLE 39 OF THE
AMENDED FINANCE LAW, POSTED TO THE SPECIAL RESERVE OF
LONG-TERM CAPITAL GAINS TO AN ORDINARY RESERVE ACCOUNT
AND ACKNOWLEDGE THAT : PROFITS FOR THE FY : EUR
2,854,176,549.99; RETAINED EARNINGS : EUR 158,403,755.79
AN EXTRAORDINARY TAX ON THE SPECIAL RESERVE ON LONG-
TERM CAPITAL GAINS BEING TAKEN IN TO ACCOUNT (EUR
4,987,500.00) ; DISTRIBUTABLE PROFITS : EUR
3,012,580,305.78; AND TO APPROPRIATE DISTRIBUTABLE
PROFITS AS FOLLOWS : GLOBAL DIVIDEND : EUR
1,693,685,180.40, CARRIED FORWARD ACCOUNT : EUR
1,318,895,125.38; THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 1.20 PER SHARE PAYABLE ON 07 JUN 2005
PROPOSAL #O.4: ACKNOWLEDGE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-38
AND SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE THE
SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
PRICEWATERHOUSECOOPERS AUDIT AS THE STATUTORY AUDITORS
FOR A PERIOD OF 6 YEARS
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. PIERRE COLL AS PRICEWATERHOUSECOOPERS AUDIT'S DEPUTY
AUDITOR FOR A PERIOD OF 6 YEARS
PROPOSAL #O.7: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR ANY EARLIER AUTHORITY, TO TRADE THE
COMPANY'S SHARES ON THE STOCK EXCHANGE AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 90.00;
GLOBAL AMOUNT TO THIS REPURCHASE PROGRAM WILL NOT
EXCEED EUR 12,702,638,858.00 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 #O.8: APPROVE TO END TO THE DELEGATION GRANTED ISSUER NO N/A N/A
TO THE BOARD OF DIRECTORS SET FORTH IN RESOLUTION 6 AND
GIVEN BY THE GENERAL MEETING OF 13 JUN 2004, IN ORDER TO
ISSUE BONDS
PROPOSAL #O.9: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF ANY EARLIER AUTHORITY, TO INCREASE THE
SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR
ABROAD, BY MEANS OF A PUBLIC OFFERING, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 1,400,000,000.00, BY WAY OF
ISSUING, WITH THE SHAREHOLDERS PREFERRED SUBSCRIPTION
RIGHTS MAINTAINED THE PREFERENTIAL SHARE EXCLUDED ,
SHARES OR ANY SECURITIES GIVING RIGHT TO THE CAPITAL OR
GIVING THE RIGHT TO A DEBT SECURITY; THE NOMINAL MAXIMUM
AMOUNT OF THE CAPITAL INCREASES REALIZED IN ACCORDANCE
WITH THE PRESENT RESOLUTION AND THOSE GRANTED BY THE
RESOLUTIONS 10, 11, 12, 13 14 AND 15 OF THE PRESENT
MEETING IS SET AT EUR 1,600,000,000.00; AUTHORITY IS
GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.10: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF ANY EARLIER AUTHORITY, TO INCREASE THE
SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR
ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
840,000,000.00, BY WAY OF ISSUING, WITHOUT THE
SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS THE
PREFERENTIAL SHARE EXCLUDED , SHARES OR ANY SECURITIES
GIVING RIGHT TO THE CAPITAL OR GIVING THE RIGHT TO THE
ALLOCATION OF DEBT SECURITIES; THE AMOUNT SHALL COUNT
AGAINST THE VALUE OF THE OVERALL CEILING SET FORTH IN
RESOLUTION OF THE PRESENT MEETING AND THOSE GRANTED BY
THE RESOLUTIONS ; AUTHORITY IS GIVEN FOR A PERIOD OF 26
MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.11: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF ALL AND ANY EARLIER AUTHORITY, TO
INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
500,000,000.00, BY WAY OF CAPITALIZING PREMIUMS,
RESERVES, PROFITS, PREMIUMS OR ANY OTHER MEANS PROVIDED
THAT SUCH CAPITALIZATION IS ALLOWED BY LAW AND UNDER THE
BY-LAWS, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS
SHARES OR THE RAISE OF PAR VALUE OF EXISTING SHARES, OR
BY UTILIZING BOTH METHOD SIMULTANEOUSLY; THE AMOUNT
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN
RESOLUTION NUMBER 9 OF THE PRESENT MEETING; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.12: APPROVE THAT THE BOARD OF DIRECTORS MAY ISSUER NO N/A N/A
DECIDE TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED
IN THE EVENT OF A CAPITAL INCREASE, WITH OR WITHOUT
SUBSCRIPTION PRE-EMPTIVE RIGHTS, TO THE SAME PRICE THAN
THE ONE OF THE INITIAL ISSUE WITHIN THE LIMIT OF 15% OF
THE INITIAL ISSUE ; THE NOMINAL AMOUNT OF THE CAPITAL
INCREASED AGAINST THE OVERALL VALUE SET FORTH IN THE
RESOLUTION NUMBER 9 OF THE PRESENT MEETING; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS
PROPOSAL #O.13: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF ALL AND ANY AUTHORITY, TO INCREASE THE
SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FAVOR OF
THE MEMBERS OF ONE OR MORE OF THE COMPANY SAVINGS PLANS
OF THE GROUP SANOFI-AVENTIS AND AN AMOUNT WHICH SHALL
NOT EXCEED 2% OF THE SHARE CAPITAL; THE NOMINAL MAXIMUM
AMOUNT WHICH COULD BE REALIZED ACCORDING TO THE PRESENT
DELEGATION, SHALL COUNT AGAINST THE OVERALL VALUE SET
FORTH IN THE RESOLUTION NUMBER 9 OF THE PRESENT MEETING;
AUTHORITY IS GIVEN FOR A PERIOD 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, IN ISSUER NO N/A N/A
SUBSTITUTION OF AL AND ANY EARLIER AUTHORITIES, TO
GRANT, IN ONE OR MORE TRANSACTIONS, TO EMPLOYEES AND
EVENTUALLY THE OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES, OPTIONS GIVING A RIGHT EITHER TO SUBSCRIBE
FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A
SHARE CAPITAL INCREASE, OR TO PURCHASE EXISTING SHARES
REPURCHASED BY THE COMPANY, PROVIDED THAT THE OPTIONS
SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES WHICH
SHALL NOT EXCEED 2.5 OF THE SHARE CAPITAL; THE NOMINAL
MAXIMUM AMOUNT OF THE CAPITAL INCREASE RESULTING FROM
THE EXERCISE OF THE OPTIONS GIVING A RIGHT TO SUBSCRIBE
FOR SHARES, IN ACCORDANCE WITH THE PRESENT DELEGATION,
SHALL COUNT AGAINST THE CEILING SET FORTH IN THE
RESOLUTION NUMBER 9 OF THE PRESENT MEETING; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.15: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER NO N/A N/A
PROCEED WITH THE ALLOCATIONS FREE OF CHARGE OF THE
COMPANY'S EXISTING SHARES OR TO BE ISSUED THE
PREFERENTIAL SHARES BEING EXCLUDED , IN FAVOR OF
BENEFICIARIES TO BE CHOSEN FROM THE EMPLOYEES AND THE
OFFICERS OF THE COMPANY AND ITS SUBSIDIARIES, PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF THE SHARE
CAPITAL; THE NOMINAL AMOUNT OF THE CAPITAL INCREASES
WHICH WOULD BE REALIZED IN ACCORDANCE WITH THE PRESENT
DELEGATION, SHALL COUNT AGAINST THE CEILING SET FORTH IN
THE RESOLUTION NUMBER 9 OF THE PRESENT MEETING;
AUTHORITY IS GIVEN FOR A PERIOD OF 38 MONTHS ; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.16: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF ALL AND ANY EARLIER AUTHORITIES, TO
REDUCE THE SHARE CAPITAL BY CANCELING THE COMPANY'S SELF
DETAINED SHARES, IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED
IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE SHARE
CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.17: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATION
PRESCRIBED BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SCHERING AG
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
ANNUAL REPORT FOR THE 2004 FY 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 194,000,000 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE; EX-
DIVIDEND AND PAYABLE DATE: 15 APR 2005
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 BDO DEUTSCHE WARENTREUHAND AG, ISSUER NO N/A N/A
HAMBURG, AS THE AUDITORS FOR THE 2005 FY
PROPOSAL #6.: APPROVE THE ADJUSTMENT OF THE REMUNERATION ISSUER NO N/A N/A
FOR THE SUPERVISORY BOARD AND THE CORRESPONDING
AMENDMENTS TO THE ARTICLES OF ASSOCIATION FROM THE 2005
FY ON EACH MEMBER OF THE SUPERVISORY BOARD SHALL RECEIVE
A FIXED ANNUAL REMUNERATION OF EUR 35,000, A PROFIT-
RELATED REMUNERATION OF EUR 250 FOR EVERY EUR 0.01 OF
THE EARNINGS PER SHARE IN EXCESS OF EUR 1.20, AND A
PERFORMANCE-RELATED REMUNERATION OF AT LEAST EUR 35,000
AND THE CHAIRMAN TO RECEIVE 2.25 TIMES AND THE DEPUTY
CHAIRMAN 1.1 TIMES, THESE AMOUNTS; AND APPROVE TO
INCREASE THE TOTAL REMUNERATION FOR COMMITTEE MEMBERS TO
EUR 585,000
PROPOSAL #7.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
CONNECTION WITH THE LAW ON CORPORATE INTEGRITY AND THE
MODERNIZATION OF THE RIGHT OF AVOIDANCE UMAG WHICH IS
TO BECOME EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED
PROPOSAL #8.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS ISSUER NO N/A N/A
TO ACQUIRE SHARES OF THE COMPANY OF UP TO EUR
15,000,000, THROUGH THE STOCK EXCHANGE AT A PRICE
NEITHER MORE THAN 10% ABOVE, NOT MORE THAN 20% BELOW THE
MARKET PRICE OF THE SHARES, OR BY WAY OF A REPURCHASE
OFFER AT A PRICE NOT DIFFERING MORE THAN 20% FROM THE
MARKET PRICE OF THE SHARES, ON OR BEFORE 30 SEP 2006;
AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO RETIRE
THE SHARES, TO USE THE SHARES FOR ACQUISITION PURPOSES,
TO OFFER THE SHARES TO EMPLOYEES OF THE COMPANY AND ITS
AFFILIATES, AND TO USE THE SHARES FOR THE CONVERSION OF
BONDS OR FOR THE EXERCISE OF OPTION RIGHTS
PROPOSAL #9.: APPROVE THE CONTROL AND PROFIT TRANSFER ISSUER NO N/A N/A
AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED SUBSIDIARY
SCHERADMIN 01 GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN
2005 UNTIL AT LEAST 31 DEC 2009
PROPOSAL #10.: APPROVE THE ADJUSTMENT OF THE PROFIT ISSUER NO N/A N/A
TRANSFER AGREEMENTS WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARIES BERLISERVE PROFESSIONAL SERVICES GMBH,
INTENDIS GMBH, PHARMA-VERLAGSBUCHHANDLUNG GMBH, SCHERING
FINLAND HOLDING GMBH, AND SCHERING VERSICHERUNGS-
VERMITTLUNG GMBH
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SCHNEIDER ELECTRIC SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS, AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004
PROPOSAL #O.2: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS, AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY
PROPOSAL #O.3: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L. 225-38 OF
THE FRENCH COMMERCIAL CODE, AND APPROVE THE SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.4: APPROVE THE CREDIT UNAPPROPRIATED ISSUER NO N/A N/A
RETAINED EARNINGS OF THE PRECOMPTE FOR THE DIVIDENDS FOR
THE YEAR 2004 OF EUR 932,624.85; THE UNAPPROPRIATED
RETAINED EARNINGS THEN AMOUNTS TO EUR 170,171,884.77;
THE DISTRIBUTABLE PROFIT, GIVEN THE PROFITS FOR THE
FISCAL YEAR OF EUR 558,767,442.39 AND THE UNAPPROPRIATED
RETAINED EARNINGS, AMOUNTING TO EUR 728,939,327.16, IS
ALLOCATED AS FOLLOWS: DIVIDEND: EUR 407,149,518.60 CARRY
FORWARD ACCOUNT: EUR 321,789,808.56 A DIVIDEND OF EUR
1.80 PER SHARE OF EUR 8.00 WILL BE PAID. THE AMOUNT OF
THE UNPAID DIVIDEND WILL BE ALLOCATED TO THE CARRY
FORWARD ACCOUNT
PROPOSAL #O.5: APPOINT MR. M. SERGE WEINBERG AS A ISSUER NO N/A N/A
DIRECTOR FOR A PERIOD OF 4 YEARS IN ORDER TO REPLACE MR.
M. HANS FRIDERICHS
PROPOSAL #O.6: APPROVE THE RESIGNATION OF THE CAISSE DES ISSUER NO N/A N/A
DEPOTS ET CONSIGNATIONS AS THE DIRECTOR AND APPOINT MR.
M. JEROME GALLOT FOR A PERIOD OF 3 YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. M. HENRI LACHMANN AS A DIRECTOR FOR A PERIOD OF 3
YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. M. RENE BARBIER DE LA SERRE AS A DIRECTOR FOR A
PERIOD OF 4 YEARS
PROPOSAL #O.9: APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR ISSUER NO N/A N/A
800,000.00 TO THE MEMBERS OF THE BOARD OF DIRECTORS
PROPOSAL #O.10: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
TRADE IN THE COMPANY'S SHARES, AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 90.00; MINIMUM
SALE PRICE: EUR 50.00; MAXIMUM NUMBER OF SHARES THAT MAY
BE ACQUIRED: 10% OF THE NUMBER OF SHARES COMPRISING THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18
MONTHS
PROPOSAL #E.11: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 500,000,000.00, BY WAY OF ISSUING, WITH THE
SHAREHOLDERS PREFERENTIAL RIGHTS OF SUBSCRIPTION
MAINTAINED, ORDINARY SHARES AND ANY SECURITIES
WHATSOEVER WITH A RIGHT TO THE CORPORATION'S EQUITY;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; THE NOMINAL
VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR
1,500,000,000.00; AND AUTHORIZE THE BOARD OF DIRECTORS
IN ORDER TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE
TRANSACTIONS AND AT ITS SOLE DISCRETION BY WAY OF
CAPITALIZING RETAINED EARNINGS, INCOME OR PREMIUMS, IN
THE FORM OF ALLOCATION OF FREE SHARES OR THE RAISE OF
THE PAR VALUE OF THE EXISTING SHARES; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 300,000,000.00, BY WAY OF ISSUING, WITH WAIVER OF
SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION,
ORDINARY SHARES OR ANY SECURITIES WHATSOEVER GIVING
ACCESS TO THE SHARE CAPITAL; AUTHORITY EXPIRES AT END
OF 26 MONTHS ; THE NOMINAL VALUE OF DEBT SECURITIES
ISSUED SHALL NOT EXCEED EUR 1,500,000,000.00
PROPOSAL #E.13: APPROVE THAT THE ISSUANCE OF SHARE ISSUER NO N/A N/A
STIPULATED IN RESOLUTION E.12 WILL BE USED IN
CONSIDERATION FOR CONTRIBUTIONS OF SHARES IN THE EVENT
OF A PUBLIC EXCHANGE OFFER AND AUTHORIZES, FOR A PERIOD
OF 26 MONTHS, THE BOARD OF DIRECTORS TO INCREASE THE
SHARE CAPITAL, FOR AN AMOUNT WHICH SHALL NOT EXCEED 10%
OF THE SHARE CAPITAL IN CONSIDERATION OF CONTRIBUTIONS
IN KIND COMPRISED OF EQUITY SECURITIES OR SECURITIES
GIVING ACCESS TO THE CAPITAL
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY'S
EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; THE
EMPLOYEES PREFERENTIAL RIGHT OF SUBSCRIPTION IS
SUPPRESSED; AUTHORITY EXPIRES AT THE END OF 5 YEARS
AND SHALL NOT EXCEED 5% OF THE SHARE CAPITAL; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.15: APPROVE TO ALLOCATE FREE COMPANY'S ISSUER NO N/A N/A
EXISTING SHARES OR TO BE ISSUED TO THE COMPANY'S
EMPLOYEES AND OFFICERS, IT BEING PROVIDED THAT THEY
SHALL NOT EXCEED 2% AND 3% OF THE COMPANY'S SHARE; THE
ISSUANCE OF NEW SHARES WILL BE CARRIED OUT BY
INCORPORATION OF RESERVES, INCOME, SHARE PREMIUMS;
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.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: SEGA SAMMY HOLDINGS INC, TOKYO
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/15/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE TO REDUCE THE COMPANY'S CAPITAL ISSUER YES FOR N/A
RESERVE TO JPY 10,000,000,000 FROM THE PRESENT JPY
276,062,754,138
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SEGA SAMMY HOLDINGS INC, TOKYO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PROFIT APPROPRIATION FOR NO.1 ISSUER YES FOR N/A
TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN AS JPY 60
PER SHARE
PROPOSAL #2.: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
INCORPORATION
PROPOSAL #3.1: ELECT MR. OSAMU SATOMI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT MR. HISAO OGUCHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT MR. KEISHI NAKAYAMA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT MR. TOORU KATAMOTO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT MR. HIDEKI OKAMURA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT MR. YASUO TAZOE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT MR. KEIICHIROU HASHIMOTO AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #4.1: ELECT MR. KAZUTADA IEDA AS A STATUTORY ISSUER YES AGAINST N/A
AUDITOR
PROPOSAL #4.2: ELECT MR. AKIO KIOI AS A STATUTORY AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #4.3: ELECT MR. RYOUICHI ARAI AS A STATUTORY ISSUER YES AGAINST N/A
AUDITOR
PROPOSAL #4.4: ELECT MR. TOSHIO HIRAKAWA AS A STATUTORY ISSUER YES AGAINST N/A
AUDITOR
PROPOSAL #5.: ELECT MR. MINEO ENOMOTO AS AN ALTERNATE ISSUER YES AGAINST N/A
STATUTORY AUDITOR
PROPOSAL #6.: APPROVE THE COMPANY TO GIVE FREE SHARE ISSUER YES FOR N/A
SUBSCRIPTION RIGHTS TO EMPLOYEES OF THE COMPANY AND ITS
SUBSIDIARIES AS STOCK OPTION IN ACCORDANCE WITH
COMMERCIAL CODE 280-20 AND 280-21
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SES GLOBAL SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/6/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ATTENDANCE LIST, THE QUORUM ISSUER NO N/A N/A
AND THE ADOPTION OF THE AGENDA
PROPOSAL #2.: ACKNOWLEDGE THE NOMINATION OF A SECRETARY ISSUER NO N/A N/A
AND OF 2 SCRUTINEERS
PROPOSAL #3.: RECEIVE THE PRESENTATION OF THE CHAIRMAN ISSUER NO N/A N/A
OF THE BOARD OF DIRECTORS OF THE 2004 ACTIVITIES REPORT
OF THE BOARD
PROPOSAL #4.: RECEIVE THE PRESENTATION OF THE PRESIDENT ISSUER NO N/A N/A
AND CHIEF EXECUTIVE OFFICER ON THE MAIN DEVELOPMENTS
DURING 2004 AND PERSPECTIVES
PROPOSAL #5.: RECEIVE THE PRESENTATION OF THE CHIEF ISSUER NO N/A N/A
FINANCIAL OFFICER, MEMBER OF THE EXECUTIVE COMMITTEE, OF
THE 2004 FINANCIAL REPORTS
PROPOSAL #6.: RECEIVE THE AUDIT REPORT ISSUER NO N/A N/A
PROPOSAL #7.: APPROVE THE BALANCE SHEET AS OF 31 DEC ISSUER NO N/A N/A
2004 AND OF THE 2004 PROFIT AND LOSS ACCOUNTS
PROPOSAL #8.: APPROVE THE ALLOCATION OF 2004 PROFITS ISSUER NO N/A N/A
PROPOSAL #9.: APPROVE THE TRANSFERS BETWEEN RESERVE ISSUER NO N/A N/A
ACCOUNTS
PROPOSAL #10.: GRANT DISCHARGE THE MEMBERS OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS
PROPOSAL #11.: GRANT DISCHARGE THE AUDITOR ISSUER NO N/A N/A
PROPOSAL #12.: APPOINT THE AUDITOR FOR THE YEAR 2005 AND ISSUER NO N/A N/A
DETERMINE ITS REMUNERATION
PROPOSAL #13.: APPROVE THE COMPANY ACQUIRING OWN FDRS ISSUER NO N/A N/A
AND/OR A-, B- OR C- SHARES
PROPOSAL #14.a: APPROVE TO DETERMINE THE NUMBER OF BOARD ISSUER NO N/A N/A
MEMBERS
PROPOSAL #14.b: APPROVE TO DETERMINE THE DURATION OF THE ISSUER NO N/A N/A
MANDATE OF BOARD MEMBERS
PROPOSAL #14.c: APPOINT THE BOARD MEMBERS ISSUER NO N/A N/A
PROPOSAL #14.d: APPROVE TO DETERMINE THE REMUNERATION OF ISSUER NO N/A N/A
THE BOARD MEMBERS
PROPOSAL #15.: MISCELLANEOUS ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SES GLOBAL SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/6/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ATTENDANCE LIST, QUORUM AND ISSUER NO N/A N/A
ADOPT THE AGENDA
PROPOSAL #2.: APPROVE THE NOMINATION OF A SECRETARY AND ISSUER NO N/A N/A
OF 2 SCRUTINEERS
PROPOSAL #3.: AMEND ARTICLE 20 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION
PROPOSAL #4.: MISCELLANEOUS ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SHELL TRANS & TRADING PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE A SCHEME OF ARRANGEMENT PURSUANT ISSUER YES FOR N/A
TO SECTION 425 OF THE COMPANIES ACT 1985 PROPOSED TO BE
MADE BETWEEN THE SHELL TRANSPORT AND TRADING COMPANY,
PLC THE COMPANY AND THE HOLDERS OF THE SCHEME SHARES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SHELL TRANS & TRADING PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE THE CAPITAL OF THE COMPANY BE ISSUER YES FOR N/A
REDUCED BY CANCELLING AND EXTINGUISHING ALL THE FIRST
PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL OF THE
COMPANY THE FIRST PREFERENCE SHARES , IN CONSIDERATION
FOR WHICH THERE SHALL BE REPAID TO THE HOLDERS OF SUCH
FIRST PREFERENCE SHARES, WHOSE NAMES APPEAR ON THE
REGISTER OF MEMBERS AS SUCH AT THE DOSE OF BUSINESS ON
THE DAY PRECEDING THE EFFECTIVE DATE OF THE SAID
REDUCTION OF CAPITAL, AN AMOUNT PER FIRST PREFERENCE
SHARE CALCULATED AS THE AGGREGATE OF THE CAPITAL PAID UP
ON SUCH SHARE TOGETHER WITH: (A) A PREMIUM BEING THE
AMOUNT, IF ANY, OF THE EXCESS OVER THE CAPITAL PAID UP
THEREON OF THE AVERAGE OF THE MEANS OF THE DAILY
QUOTATIONS OF SUCH SHARE PUBLISHED IN THE STOCK EXCHANGE
DAILY OFFICIAL LIST DURING THE 6 MONTHS IMMEDIATELY
PRECEDING THE RELEVANT DATE THE RELEVANT DATE BEING THE
DATE DETERMINED IN ACCORDANCE WITH ARTICLE 5(3) OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY AFTER DEDUCTING
FROM THE MEAN ON EACH DAY AN AMOUNT EQUAL TO ALL UNPAID
ARREARS OF THE FIXED DIVIDEND THEREON WHETHER EARNED OR
DECLARED OR NOT DOWN TO THE LAST PRECEDING DIVIDEND
PAYMENT DATE REFERRED TO IN ARTICLE 4(1) OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY SAVE THAT IN RESPECT OF
ANY DAY DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE
RELEVANT DATE FOR WHICH NO QUOTATIONS FOR SUCH SHARE
WERE PUBLISHED IN THE STOCK EXCHANGE DAILY OFFICIAL
LIST, THERE SHALL, FOR THE PURPOSES OF THIS CALCULATION,
BE SUBSTITUTED THE PRICE QUOTED BY DATASTREAM, AN
INFORMATION SERVICE PROVIDED BY THOMSON FINANCIAL, IN
RESPECT OF THAT DAY); AND (B) THE FIXED DIVIDEND THEREON
DOWN TO THE DATE OF THE REPAYMENT OF THE CAPITAL
PROPOSAL #S.2: APPROVE THAT, CONDITIONAL ON THE PASSING ISSUER YES FOR N/A
OF RESOLUTION 1 ABOVE, THAT THE CAPITAL OF THE COMPANY
BE REDUCED BY CANCELLING AND EXTINGUISHING ALL THE
SECOND PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL OF
THE COMPANY THE SECOND PREFERENCE SHARES , IN
CONSIDERATION FOR WHICH THERE SHALL BE REPAID TO THE
HOLDERS OF SUCH SECOND PREFERENCE SHARES, WHOSE NAMES
APPEAR ON THE REGISTER OF MEMBERS AS SUCH AT THE CLOSE
OF BUSINESS ON THE DAY PRECEDING THE EFFECTIVE DATE OF
THE SAID REDUCTION OF CAPITAL, AN AMOUNT PER SECOND
PREFERENCE SHARE CALCULATED AS THE AGGREGATE OF THE
CAPITAL PAID UP ON SUCH SHARE TOGETHER WITH: (A) A
PREMIUM BEING THE AMOUNT, IF ANY, OF THE EXCESS OVER THE
CAPITAL PAID UP THEREON OF THE AVERAGE OF THE MEANS OF
THE DAILY QUOTATIONS OF SUCH SHARE PUBLISHED IN THE
STOCK EXCHANGE DAILY OFFICIAL LIST DURING THE 6 MONTHS
IMMEDIATELY PRECEDING THE RELEVANT DATE THE RELEVANT
DATE BEING THE DATE DETERMINED IN ACCORDANCE WITH.
ARTICLE 5(3) OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY AFTER DEDUCTING FROM THE MEAN OIL EACH DAY AN
AMOUNT EQUAL TO ALL UNPAID ARREARS OF THE FIXED DIVIDEND
THEREON WHETHER EARNED OR DECLARED OR NOT DOWN TO THE
LAST PRECEDING DIVIDEND PAYMENT DATE REFERRED TO IN
ARTICLE 4(1) OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY; AND (B) THE FIXED DIVIDEND THEREON DOWN TO THE
DATE OF THE REPAYMENT OF THE CAPITAL
PROPOSAL #S.3: APPROVE THE MODIFICATION, THE ADDITION OR ISSUER YES FOR N/A
THE CONDITION SUBJECT TO THE SCHEME OF ARRANGEMENT
DATED 19 MAY 2005 BETWEEN THE COMPANY AND THE HOLDERS OF
SCHEME SHARES AS SPECIFIED IN THE SCHEME OF
ARRANGEMENT , IN ITS ORIGINAL FORM OR IMPOSED BY THE
HIGH COURT THE SCHEME , AND AUTHORIZE THE DIRECTORS OF
THE COMPANY TO TAKE ALL SUCH ACTION AS THEY CONSIDER
NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO
EFFECT; FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME
IN ITS ORIGINAL FORM OR IMPOSED BY THE HIGH COURT, THE
ISSUED SHARE CAPITAL OF THE COMPANY BE REDUCED BY
CANCELLING AND EXTINGUISHING ALL THE SCHEME SHARES;
APPROVE THE FORTHWITH AND THE CONTINGENT REDUCTION OF
THE CAPITAL SET OUT IN THIS RESOLUTION ABOVE TAKING
EFFECT: A) THE AUTHORIZED SHARE CAPITAL OF THE COMPANY
SHALL BE INCREASED BY: I) THE CREATION OF SUCH NUMBER OF
ORDINARY SHARES OF 25 PENCE EACH AS SHALL BE EQUAL TO
THE AGGREGATE NUMBER OF SCHEME SHARES CANCELLED PURSUANT
TO THIS RESOLUTION ABOVE LESS ONE; AND (II) AMEND THE
CREATION OF 1 DIVIDEND ACCESS SHARE OF 25 PENCE HAVING
THE RIGHTS ATTACHING TO IT AS SET OUT IN THE ARTICLES OF
ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH THIS
RESOLUTION THE DIVIDEND ACCESS SHARE ; AND B) THE
COMPANY SHALL APPLY THE RESERVE ARISING AS A RESULT OF
THE CANCELLATION OF THE SCHEME SHARES IN PAYING UP IN
FULL AT PAR: I) THE ORDINARY SHARES OF 25 PENCE EACH
CREATED PURSUANT TO THIS RESOLUTION I) ABOVE AND SUCH
ORDINARY SHARES BE ALLOTTED AND ISSUED, CREDITED AS
FULLY PAID AND FREE FROM ALL LIENS, CHARGES,
ENCUMBRANCES, RIGHTS OF PRE-EMPTION OR ANY OTHER THIRD
PARTY RIGHTS OF ANY NATURE WHATSOEVER, TO ROYAL DUTCH
SHELL AND/OR ITS NOMINEE(S); AND II) THE DIVIDEND ACCESS
SHARE AND SUCH DIVIDEND ACCESS SHARE SHALL BE ALLOTTED
AND ISSUED, CREDITED AS FULLY PAID AND FREE FROM ALL
LIENS, CHARGES, ENCUMBRANCES, RIGHTS OF PRE-EMPTION OR
ANY OTHER THIRD PARTY RIGHTS OF ANY NATURE WHATSOEVER,
TO HILL SAMUEL OFFSHORE TRUST COMPANY LIMITED IN ITS
CAPACITY, AS TRUSTEE OF THE DIVIDEND ACCESS TRUST; AND
AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT TO AND
IN ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT, TO
ALLOT THE ORDINARY SHARES OF 25 PENCE EACH CREATED
PURSUANT TO THIS RESOLUTION ABOVE AND THE DIVIDEND
ACCESS SHARE, PROVIDED THAT: A) THIS AUTHORITY SHALL BE
WITHOUT PREJUDICE TO ANY SUBSISTING AUTHORITY CONFERRED
ON THE DIRECTORS OF THE COMPANY UNDER THE SAID SECTION
80; B) THE MAXIMUM NUMBER OF SHARES WHICH MAY BE
ALLOTTED HEREUNDER IS THE NUMBER OF SHARES CREATED
PURSUANT TO PARAGRAPH 3.3(A) ABOVE; AND C) THIS
AUTHORITY SHALL EXPIRE AT THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY AFTER THE PASSING OF THE RESOLUTION; AND
AMEND ARTICLES 5 A , 60 A AND 168 AS NEW ARTICLES OF
THE COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SHELL TRANS & TRADING PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE COMPANY'S ANNUAL ACCOUNTS FOR ISSUER YES FOR N/A
THE FYE 31 DEC 2004 TOGETHER WITH THE LAST DIRECTORS
REPORT AND THE AUDITORS REPORT ON THOSE ACCOUNTS AND
THE AUDITABLE PART OF THE REMUNERATION REPORT
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE YE ISSUER YES FOR N/A
31 DEC 2004
PROPOSAL #3.: ELECT MR. PETER VOSER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT SIR PETER JOB AS A DIRECTOR ISSUER YES FOR N/A
RETIRING BY ROTATION
PROPOSAL #5.: RE-ELECT MR. LORD OXBURGH AS A DIRECTOR ISSUER YES FOR N/A
RETIRING BY VIRTUE OF AGE
PROPOSAL #6.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY
PROPOSAL #7.: AUTHORIZE THE BOARD TO SETTLE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS OF THE COMPANY
PROPOSAL #S.8: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES AS SPECIFIED IN SECTION 163 OF THE COMPANIES
ACT 1985 OF UP TO 480,000,000 ORDINARY SHARES OF 25P
EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 25P AND NOT MORE THAN 5% ABOVE THE AVERAGE OF THE
MIDDLE MARKET QUOTATIONS 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
AGM OF THE COMPANY IN 2006 OR 30 JUN 2006 ; 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 #9.: APPROVE THE LONG-TERM INCENTIVE PLAN LLTP ISSUER YES FOR N/A
TO BE CONSTITUTED BY THE DRAFT RULES PRODUCED TO THE
MEETING AND, FOR THE PURPOSE OF IDENTIFICATION,
INITIALED BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE TO
TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR REGULATORY
REQUIREMENTS OR PREVAILING PRACTICE AND THAT SUBJECT TO
THE REQUISITE MAJORITY OF SHAREHOLDERS OF ROYAL DUTCH
PETROLEUM COMPANY THE LTIP, AUTHORIZE THE DIRECTORS TO
TAKE ALL THE ACTIONS THAT THEY CONSIDER NECESSARY,
DESIRABLE OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH
THE LTIP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER
PLANS BASED ON THE LTIP MODIFIED TO TAKE ACCOUNT OF
LOCAL TAX, EXCHANGE CONTROLS OR SECURITIES LAWS IN
OVERSEAS TERRITORIES, PROVIDED THAT ANY SHARES MADE
AVAILABLE UNDER SUCH FURTHER PLANS ARE TREATED AS
COUNTING AGAINST ANY LIMITS ON INDIVIDUAL OR OVERALL
PARTICIPATION UNDER THE LTIP
PROPOSAL #10.: APPROVE THE DEFERRED BONUS PLAN DBP TO ISSUER YES FOR N/A
BE CONSTITUTED BY THE DRAFT RULES PRODUCED TO THE
MEETING AND, FOR THE PURPOSE OF IDENTIFICATION,
INITIALED BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE TO
TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR REGULATORY
REQUIREMENTS OR PREVAILING PRACTICE AND THAT SUBJECT TO
THE REQUISITE MAJORITY OF SHAREHOLDERS OF ROYAL DUTCH
PETROLEUM COMPANY THE DBP, AUTHORIZE THE DIRECTORS TO
TAKE ALL THE ACTIONS THAT THEY CONSIDER NECESSARY,
DESIRABLE OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH
THE DBP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER PLANS
BASED ON THE DBP MODIFIED TO TAKE ACCOUNT OF LOCAL TAX,
EXCHANGE CONTROLS OR SECURITIES LAWS IN OVERSEAS
TERRITORIES, PROVIDED THAT ANY SHARES MADE AVAILABLE
UNDER SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST
ANY LIMITS ON INDIVIDUAL OR OVERALL PARTICIPATION UNDER
THE DBP
PROPOSAL #11.: APPROVE THE RESTRICTED SHARE PLAN RSP ISSUER YES FOR N/A
TO BE CONSTITUTED BY THE DRAFT RULES PRODUCED TO THE
MEETING AND, FOR THE PURPOSE OF IDENTIFICATION,
INITIALED BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE TO
TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR REGULATORY
REQUIREMENTS OR PREVAILING PRACTICE AND THAT SUBJECT TO
THE REQUISITE MAJORITY OF SHAREHOLDERS OF ROYAL DUTCH
PETROLEUM COMPANY THE RSP, AUTHORIZE THE DIRECTORS TO
TAKE ALL THE ACTIONS THAT THEY CONSIDER NECESSARY,
DESIRABLE OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH
THE RSP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER PLANS
BASED ON THE RSP MODIFIED TO TAKE ACCOUNT OF LOCAL TAX,
EXCHANGE CONTROLS OR SECURITIES LAWS IN OVERSEAS
TERRITORIES, PROVIDED THAT ANY SHARES MADE AVAILABLE
UNDER SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST
ANY LIMITS ON INDIVIDUAL OR OVERALL PARTICIPATION UNDER
THE RSP
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SHINHAN FINANCIAL GROUP CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENTS: EXPECTED ISSUER YES FOR N/A
CASH DIVIDEND: KRW 750
PROPOSAL #2.1: ELECT MR. BYUNG JOO KIM AS A SPECIALIZED ISSUER YES FOR N/A
OUTSIDE DIRECTOR
PROPOSAL #2.2: ELECT MR. IL SUB KIM AS A SPECIALIZED ISSUER YES FOR N/A
OUTSIDE DIRECTOR
PROPOSAL #2.3: ELECT MR. SANG YOON LEE AS A SPECIALIZED ISSUER YES FOR N/A
OUTSIDE DIRECTOR
PROPOSAL #2.4: ELECT MR. YOON SOO YOON AS A SPECIALIZED ISSUER YES FOR N/A
OUTSIDE DIRECTOR
PROPOSAL #2.5: ELECT MR. SI YUL YOO AS A SPECIALIZED ISSUER YES FOR N/A
OUTSIDE DIRECTOR
PROPOSAL #2.6: ELECT MR. BYUNG HUN PARK AS A OUTSIDE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.7: ELECT MR. DONG HYUN KWON AS A OUTSIDE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.8: ELECT MR. YOUNG HOON CHOI AS A OUTSIDE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.9: ELECT MR. SI JONG KIM AS A OUTSIDE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.10: ELECT MR. RAYNICS AS A OUTSIDE DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT MR. IL SUB KIM AS A MEMBER OF THE ISSUER YES FOR N/A
AUDITORS COMMITTEE
PROPOSAL #3.2: ELECT MR. SANG YOON LEE AS A MEMBER OF ISSUER YES FOR N/A
THE AUDITORS COMMITTEE
PROPOSAL #3.3: ELECT MR. DONG HYUN KWON AS A MEMBER OF ISSUER YES FOR N/A
THE AUDITORS COMMITTEE
PROPOSAL #3.4: ELECT MR. SI JONG KIM AS A MEMBER OF THE ISSUER YES FOR N/A
AUDITORS COMMITTEE
PROPOSAL #3.5: ELECT MR. YOUNG SUK CHOI AS A MEMBER OF ISSUER YES FOR N/A
THE AUDITORS COMMITTEE
PROPOSAL #4.: APPROVE THE REMUNERATION LIMIT FOR THE ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #5.: APPROVE THE STOCK OPTION FOR STAFF OF ISSUER YES FOR N/A
SHINHAN FINANCIAL GROUP AND SUBSIDIARY COMPANIES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SHINSEGAE CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET, THE INCOME ISSUER YES FOR N/A
STATEMENT AND THE STATEMENT OF APPROPRIATION OF
UNAPPROPRIATED RETAINED EARNINGS
PROPOSAL #2.: APPROVE THE PARTIAL AMENDMENT TO THE ISSUER YES FOR N/A
ARTICLES OF INCORPORATION - ADDITIONAL BUSINESS
OBJECTIVES: NONSTORE RETAILING, TELE MARKETING AND E-
COMMERCE
PROPOSAL #3.1: ELECT MR. KYUNG SANG LEE AS THE DIRECTOR ISSUER YES ABSTAIN N/A
OF SHINSEGAE
PROPOSAL #3.2: ELECT MR. ALASDAIR G. NAGLE AS THE ISSUER YES ABSTAIN N/A
DIRECTOR OF SHINSEGAE
PROPOSAL #4.1: ELECT MR. SEOK HWAN PARK AS THE OUTSIDE ISSUER YES ABSTAIN N/A
DIRECTOR OF SHINSEGAE WHO WILL BE A MEMBER OF THE
AUDITORS COMMITTEE
PROPOSAL #4.2: ELECT MR. YOUNG SOO HAN, THE EXECUTIVE ISSUER YES ABSTAIN N/A
DIRECTOR OF KOREAN INTERNATIONAL TRADE ASSOCIATION, AS
THE OUTSIDE DIRECTOR WHO WILL BE THE MEMBER OF THE
AUDITORS COMMITTEE
PROPOSAL #5.: ELECT MR. WON IL KANG, THE OUTSIDE ISSUER YES ABSTAIN N/A
DIRECTOR OF SHINSEGAE, AS A MEMBER OF THE AUDITORS
COMMITTEE
PROPOSAL #6.: APPROVE THE REMUNERATION LIMIT FOR THE ISSUER YES FOR N/A
DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SIGNET GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL REPORTS AND ACCOUNTS, ISSUER YES FOR N/A
AND THE AUDITORS REPORT THEREON, FOR THE 52 WEEKS ENDED
29 JAN 2005
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
WITHIN THE REPORT AND ACCOUNTS FOR THE 52 WEEKS ENDED
29 JAN 2005
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT MR. TERRY BURMAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. BROOK LAND AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. JAMES MCADAM AS A DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #7.: ELECT MR. ROBERT ANDERSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: ELECT MR. ROBERT WALKER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS ISSUER YES FOR N/A
TO THE COMPANY TO HOLD OFFICE FROM THE CONCLUSION OF
THIS MEETING UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR
REMUNERATION
PROPOSAL #10.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES AS DEFINED IN THAT SECTION OF THE ACT UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 2,893,636;
AUTHORITY EXPIRES AT THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR ON 09 SEP 2006 ; 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; ALL UNEXERCISED
AUTHORITIES VESTED IN THE DIRECTIONS IMMEDIATELY PRIOR
TO THE PASSING OF THIS RESOLUTION TO ALLOT RELEVANT
SECURITIES BE AND ARE HEREBY REVOKED
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 10 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94 OF THE ACT FOR CASH PURSUANT TO THE GENERAL
AUTHORITY CONFERRED ON THEM BY RESOLUTION 10 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:
A) IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR
OTHER PRE-EMPTIVE OFFER, IN FAVOR OF SHAREHOLDERS
EXCLUDING SHAREHOLDERS HOLDING TREASURY SHARES ; AND B)
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 434,045;
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 10 EXPIRES ; 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
SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF UP TO 173,618,182 ORDINARY
SHARES OF 0.5P EACH OF THE COMPANY, AT A MINIMUM PRICE
OF 0.5P EXCLUSIVE OF EXPENSES 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
NEXT AGM OF THE COMPANY OR 09 SEP 2006 ; 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: BY ISSUER YES FOR N/A
DELETING THE ARTICLE 144 AND REPLACING IT WITH A NEW
ARTICLE 144 AS SPECIFIED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SINGAPORE AIRLINES LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/29/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS REPORT ISSUER YES FOR N/A
AND THE AUDITED FINANCIAL STATEMENTS FOR THE YE 31 MAR
2004 AND THE AUDITORS REPORT THEREON
PROPOSAL #2.: DECLARE A FINAL TAX EXEMPT DIVIDEND OF ISSUER YES FOR N/A
25.0 CENTS PER SGD 0.50 ORDINARY SHARE FOR THE YE 31 MAR
2004
PROPOSAL #3.: RE-APPOINT SIR BRIAN PITMAN AS A DIRECTOR, ISSUER YES FOR N/A
WHO WILL RETIRE UNDER'S 153(6) OF THE COMPANIES ACT,
CHAPTER 50, UNTIL THE NEXT AGM OF THE COMPANY
PROPOSAL #4.a: RE-ELECT MR. KOH BOON HWEE AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH ARTICLE 83
OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.b: RE-ELECT MR. DAVINDER SINGH AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
ARTICLE 83 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.a: RE-ELECT MR. CHIA PEI-YUAN AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH ARTICLE 89
OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.b: RE-ELECT MR. STEPHEN LEE CHING YEN AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
ARTICLE 89 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: APPROVE THE DIRECTORS FEES OF SGD 629,000 ISSUER YES ABSTAIN N/A
FY 2002/2003 : SGD 571,000
PROPOSAL #7.: RE-APPOINT MESSRS ERNST & YOUNG AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY AND AUTHORISE THE DIRECTORS TO
FIX THEIR REMUNERATION
PROPOSAL #8.1: AUTHORIZE THE DIRECTORS TO ISSUE SHARES ISSUER YES AGAINST N/A
IN THE CAPITAL OF COMPANY BY WAY OF RIGHTS, BONUS OR
OTHERWISE , AND TO MAKE OR GRANT OFFERS, AGREEMENTS OR
OPTIONS INSTRUMENTS THAT REQUIRE SHARES TO BE ISSUED,
INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF
AS WELL AS ADJUSTMENTS TO WARRANTS, DEBENTURES OR OTHER
INSTRUMENTS CONVERTIBLE INTO SHARES, AND
NOTWITHSTANDING THE AUTHORITY CONFERRED BY THIS
RESOLUTION MAY HAVE CEASED TO BE IN FORCE ISSUE SHARES
IN PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED BY THE
DIRECTORS WHILE THIS RESOLUTION WAS IN FORCE, PROVIDED
THAT: THE AGGREGATE NUMBER OF SHARES ISSUED NOT
EXCEEDING 50% OF THE ISSUED SHARE CAPITAL OF THE
COMPANY, OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE
ISSUED OTHER THAN ON A PRO-RATA BASIS TO THE EXISTING
SHAREHOLDERS OF THE COMPANY DOES NOT EXCEED 20% OF THE
ISSUED SHARE CAPITAL OF THE COMPANY AND THE PERCENTAGE
OF ISSUED SHARE CAPITAL SHALL BE CALCULATED BASED ON THE
COMPANY'S ISSUED SHARE CAPITAL AT THE DATE OF PASSING
OF THIS RESOLUTION AFTER ADJUSTING FOR NEW SHARES
ARISING FROM THE CONVERSION OF CONVERTIBLE SECURITIES OR
EMPLOYEE SHARE OPTIONS ON ISSUE AND ANY SUBSEQUENT
CONSOLIDATION OR SUBDIVISION OF SHARES; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR THE DATE OF THE NEXT AGM OF THE COMPANY
AS REQUIRED BY LAW
PROPOSAL #8.2: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 161 OF THE COMPANIES ACT CHAPTER50 AND SUBJECT
ALWAYS TO THE PROVISIONS OF ARTICLE 4A OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY TO: A) ALLOT AND ISSUE OF
ASA SHARES ARTICLE 4A AT AN ISSUE PRICE OF SGD 0.50
FOR EACH ASA SHARE OR IN THE EVENT OF A LIQUIDATION OF
THE COMPANY, THE HIGHER OF SGD 0.50 OR THE LIQUIDATION
VALUE OF AN ASA SHARE AS CERTIFIED BY THE LIQUIDATOR
APPOINTED IN RELATION TO THE LIQUIDATION OF THE COMPANY
FOR EACH ASA SHARE, PARTLY PAID AT THE PRICE OF SGD 0.01
TO THE MINISTER FOR FINANCE INCORPORATED AND ON SUCH
TERMS AND SUBJECT TO SUCH CONDITIONS, AS THE DIRECTORS
IN THEIR ABSOLUTE DISCRETION DEEM FIT; B) MAKE DIVIDEND
PAYMENTS OUT OF THE COMPANY'S DISTRIBUTABLE PROFITS TO
THE MINISTER FOR FINANCE INCORPORATED AS HOLDER OF THE
ASA SHARES IN ACCORDANCE WITH THE PROVISIONS OF THE
COMPANIES ACT AND THE ARTICLES; AND C) COMPLETE AND DO
ALL SUCH ACTS AND THINGS INCLUDING EXECUTING ALL SUCH
DOCUMENTS AS REQUIRED AS THEY CONSIDER EXPEDIENT OR
NECESSARY OR IN THE INTERESTS OF THE COMPANY TO GIVE
EFFECT TO THE TRANSACTIONS CONTEMPLATED AND/OR
AUTHORIZED BY THIS RESOLUTION
PROPOSAL #8.3: AUTHORIZE THE DIRECTOR OF THE COMPANY ISSUER YES FOR N/A
APPROVE, FOR THE PURPOSES OF SECTIONS 76C AND 76E OF THE
COMPANIES ACT (CHAPTER 50) COMPANIES ACT , TO PURCHASE
OR OTHERWISE ACQUIRE ISSUED ORDINARY SHARES OF SGD 0.50
EACH FULLY PAID IN THE CAPITAL OF THE COMPANY {ORDINARY
SHARES NOT EXCEEDING IN AGGREGATE THE OF THE NUMBER OF
ISSUED ORDINARY SHARES REPRESENTING 10% OF THE ISSUED
ORDINARY SHARE CAPITAL OF THE COMPANY AS AT THE DATE OF
THE PASSING OF THIS RESOLUTION; AND AT SUCH PRICE OR
PRICES AS MAY BE DETERMINED BY THE DIRECTORS FROM TIME
TO TIME UP TO THE MAXIMUM PRICE WHICH IN RELATION TO AN
ORDINARY SHARE TO BE PURCHASED OR ACQUIRED, MEANS THE
PURCHASE PRICE EXCLUDING BROKERAGE, COMMISSION,
APPLICABLE GOODS AND SERVICES TAX AND OTHER RELATED
EXPENSES WHICH SHALL NOT EXCEED, WHETHER PURSUANT TO A
MARKET PURCHASE OR AN OFF-MARKET PURCHASE, 105% OF THE
AVERAGE OF THE LAST DEALT PRICES OF AN ORDINARY SHARE
FOR THE 5 CONSECUTIVE TRADING DAYS ON WHICH THE ORDINARY
SHARES ARE TRANSACTED ON THE SGX-ST IMMEDIATELY
PRECEDING THE DATE OF MARKET PURCHASE BY THE COMPANY OR,
AS THE CASE MAY BE, THE DATE ON WHICH THE COMPANY
ANNOUNCES ITS INTENTION TO MAKE AN OFFER FOR THE
PURCHASE OR ACQUISITION OF ORDINARY SHARES FROM HOLDERS
OF ORDINARY SHARES, STATING THEREIN THE PURCHASE PRICE
WHICH SHALL NOT BE MORE THAN THE MAXIMUM PRICE
CALCULATED ON THE FOREGOING BASIS FOR EACH ORDINARY
SHARE AND THE RELEVANT TERMS OF THE EQUAL ACCESS SCHEME
FOR EFFECTING OFF-MARKET PURCHASE, PURSUANT TO THE OFF-
MARKET PURCHASE, AND DEEMED TO BE ADJUSTED IN ACCORDANCE
WITH THE LISTING RULES OF THE SGX-ST FOR ANY CORPORATE
ACTION WHICH OCCURS AFTER THE RELEVANT 5 DAY PERIOD, OF
THE ORDINARY SHARES, WHETHER BY WAY OF: I) MARKET
PURCHASE(S) ON THE SGX-ST; AND/OR II) OFF-MARKET
PURCHASE(S) IF EFFECTED OTHERWISE THAN ON THE SGX-ST
IN ACCORDANCE WITH ANY EQUAL ACCESS SCHEME(S) AS
DETERMINED OR FORMULATED BY THE DIRECTORS, WHICH
SCHEME(S) SHALL SATISFY ALL THE CONDITIONS PRESCRIBED BY
THE COMPANIES ACT; AND OTHERWISE IN ACCORDANCE WITH ALL
OTHER LAWS AND REGULATIONS AND RULES OF THE SGX-ST FOR
THE TIME BEING BE APPLICABLE SHARES BUY BACK MANDATE ;
AUTHORITY EXPIRES THE EARLIER OF THE DATE OF THE NEXT
AGM OF THE COMPANY OR THE NEXT AGM OF THE COMPANY AS
REQUIRED BY LAW TO BE HELD ; AND AUTHORIZE THE DIRECTOR
AND/OR ANY OF THEM TO COMPLETE AND DO ALL SUCH ACTS AND
THINGS INCLUDING EXECUTING SUCH DOCUMENTS AS REQUIRED
AS THEY AND/OR HE CONSIDER EXPEDIENT OR NECESSARY TO
GIVE EFFECT TO THE TRANSACTIONS CONTEMPLATED AND/OR
AUTHORIZED BY THIS RESOLUTION
PROPOSAL #8.4: AUTHORIZE THE DIRECTORS TO OFFER AND ISSUER YES FOR N/A
GRANT OPTIONS SPECIFIED IN SIA EMPLOYEE SHARE OPTION
PLAN , IN ACCORDANCE WITH THE RULES OF THE SIA EMPLOYEE
SHARE OPTION PLAN PLAN AND TO ALLOT AND ISSUE FROM
TIME TO TIME SUCH NUMBER OF ORDINARY SHARES AS REQUIRED
TO BE ISSUED PURSUANT TO THE EXERCISE OF OPTIONS UNDER
THE PLAN PROVIDED ALWAYS THAT THE AGGREGATE NUMBER OF
ORDINARY SHARES TO BE ISSUED PURSUANT TO THE PLAN NOT
EXCEED 13% OF THE ISSUED SHARE CAPITAL OF THE COMPANY
FROM TIME TO TIME
PROPOSAL #8.5: APPROVE, FOR THE PURPOSES OF CHAPTER 9 OF ISSUER YES FOR N/A
THE LISTING MANUAL CHAPTER 9 OF THE SGX-ST, FOR THE
COMPANY, ITS SUBSIDIARIES AND ASSOCIATED COMPANIES THAT
ARE ENTITIES AT RISK AS THAT TERM IS USED IN CHAPTER 9
, OR ANY OF THEM, TO ENTER INTO ANY OF THE TRANSACTIONS
FALLING WITHIN THE TYPES OF INTERESTED PERSON
TRANSACTIONS PROVIDED THAT SUCH TRANSACTIONS ARE MADE ON
NORMAL COMMERCIAL TERMS AND IN ACCORDANCE WITH THE
REVIEW PROCEDURES FOR SUCH INTERESTED PERSON
TRANSACTIONS; APPROVAL CONTINUE IN FORCE UNTIL THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY; AND AUTHORIZE
THE DIRECTORS OF THE COMPANY TO COMPLETE AND DO ALL
SUCH ACTS AND THINGS INCLUDING EXECUTING ALL SUCH
DOCUMENTS AS MAY BE REQUIRED AS THEY CONSIDER EXPEDIENT
OR NECESSARY OR IN THE INTERESTS OF THE COMPANY TO GIVE
EFFECT TO THE IPT MANDATE AND/OR THIS RESOLUTION
PROPOSAL #9.: TRANSACT ANY OTHER BUSINESS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SINGAPORE TELECOMMUNICATIONS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/29/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE AUDITED ACCOUNTS FOR ISSUER YES FOR N/A
THE FYE 31 MAR 2004 AND THE DIRECTORS REPORT AND THE
AUDITORS REPORT THEREON
PROPOSAL #2.: DECLARE A FIRST AND FINAL DIVIDEND OF 42% ISSUER YES FOR N/A
OR 6.4 CENTS PER SHARE LESS INCOME TAX IN RESPECT OF THE
FYE 31 MAR 2004
PROPOSAL #3.: RE-ELECT MR. PAUL CHAN KWAI WAH AS THE ISSUER YES ABSTAIN N/A
DIRECTOR WHO RETIRE BY ROTATION IN ACCORDANCE WITH
ARTICLE 97 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-ELECT MR. JOHN POWELL MORSCHEL AS THE ISSUER YES FOR N/A
DIRECTOR WHO RETIRE BY ROTATION IN ACCORDANCE WITH
ARTICLE 97 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. CHUMPOL NALAMLIENG AS THE ISSUER YES FOR N/A
DIRECTOR WHO RETIRE BY ROTATION IN ACCORDANCE WITH
ARTICLE 97 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. JACKSON PETER TAI AS THE ISSUER YES ABSTAIN N/A
DIRECTOR WHO RETIRE BY ROTATION IN ACCORDANCE WITH
ARTICLE 97 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #7.: RE-ELECT MR. GRAHAM JOHN BRADLEY AS THE ISSUER YES ABSTAIN N/A
DIRECTORS WHO CEASE TO HOLD OFFICE IN ACCORDANCE WITH
ARTICLE 103 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #8.: RE-ELECT MR. DEEPAK S. PAREKH AS THE ISSUER YES FOR N/A
DIRECTORS WHO CEASE TO HOLD OFFICE IN ACCORDANCE WITH
ARTICLE 103 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #9.: APPROVE DIRECTORS FEES PAYABLE BY THE ISSUER YES ABSTAIN N/A
COMPANY OF SGD1,059,501 FOR THE FYE 31 MAR 2004
PROPOSAL #10.: APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES AGAINST N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #11.: A) AUTHORIZE THE DIRECTORS TO: (I) (A) ISSUER YES AGAINST N/A
ISSUE SHARES IN THE CAPITAL OF THE COMPANY SHARES
WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE; AND/OR (B)
MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS
COLLECTIVELY, INSTRUMENTS THAT MIGHT OR WOULD REQUIRE
SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE
CREATION AND ISSUE OF WARRANTS, DEBENTURES OR OTHER
INSTRUMENTS CONVERTIBLE INTO SHARES, AT ANY TIME AND
UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AND
TO SUCH PERSONS AS THE DIRECTORS MAY IN THEIR ABSOLUTE
DISCRETION DEEM FIT; AND (II) ISSUE SHARES IN PURSUANCE
OF ANY INSTRUMENT MADE OR GRANTED BY THE DIRECTORS WHILE
THIS RESOLUTION WAS IN FORCE, PROVIDED THAT: (1) THE
AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THIS
RESOLUTION INCLUDING SHARES TO BE ISSUED IN PURSUANCE
OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS
RESOLUTION DOES NOT EXCEED 50% OF THE ISSUED SHARE
CAPITAL OF THE COMPANY AS CALCULATED IN ACCORDANCE WITH
SUB-PARAGRAPH (2) BELOW , OF WHICH THE AGGREGATE NUMBER
OF SHARES TO BE ISSUED OTHER THAN ON A PRO RATA BASIS
TO SHAREHOLDERS OF THE COMPANY INCLUDING SHARES TO BE
ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED
PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 15% OF THE
ISSUED SHARE CAPITAL OF THE COMPANY AS CALCULATED IN
ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW ; (2) SUBJECT TO
SUCH MANNER OF CALCULATION AS MAY BE PRESCRIBED BY THE
SINGAPORE EXCHANGE SECURITIES TRADING LIMITED ( SGX-ST )
FOR THE PURPOSE OF DETERMINING THE AGGREGATE NUMBER OF
SHARES THAT MAY BE ISSUED UNDER SUB-PARAGRAPH (1) ABOVE,
THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL BE BASED
ON THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE TIME
THIS RESOLUTION IS PASSED, AFTER ADJUSTING FOR: (I) NEW
SHARES ARISING FROM THE CONVERSION OR EXERCISE OF ANY
CONVERTIBLE SECURITIES OR SHARE OPTIONS OR VESTING OF
SHARE AWARDS WHICH ARE OUTSTANDING OR SUBSISTING AT THE
TIME THIS RESOLUTION IS PASSED; AND (II) ANY SUBSEQUENT
CONSOLIDATION OR SUBDIVISION OF SHARES; (3) IN
EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION,
THE COMPANY SHALL COMPLY WITH THE PROVISIONS OF THE
LISTING MANUAL OF THE SGX-ST AND THE RULES OF ANY OTHER
STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY MAY
FOR THE TIME BEING BE LISTED OR QUOTED OTHER EXCHANGE
FOR THE TIME BEING IN FORCE UNLESS SUCH COMPLIANCE
HAS BEEN WAIVED BY THE SGX-ST OR, AS THE CASE MAY BE,
THE OTHER EXCHANGE AND THE ARTICLES OF ASSOCIATION FOR
THE TIME BEING OF THE COMPANY; AND (4)AUTHORITY EXPIRES
EARLIER THE CONCLUSION OF THE NEXT ANNUAL GENERAL
MEETING OF THE COMPANY OR THE DATE BY WHICH THE NEXT
ANNUAL GENERAL MEETING OF THE COMPANY IS REQUIRED BY LAW
TO BE HELD
PROPOSAL #12.: AUTHORIZE THE DIRECTORS TO ALLOT AND ISSUER YES FOR N/A
ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES IN THE
CAPITAL OF THE COMPANY AS REQUIRED TO BE ISSUED PURSUANT
TO THE EXERCISE OF OPTIONS UNDER THE SINGAPORE TELECOM
SHARE OPTION SCHEME 1999 THE 1999 SCHEME , PROVIDED
THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
PURSUANT TO THE 1999 SCHEME AND THE SINGTEL PERFORMANCE
SHARE PLAN SHALL NOT EXCEED 10% OF THE ISSUED SHARE
CAPITAL OF THE COMPANY
PROPOSAL #13.: AUTHORIZE THE DIRECTORS TO GRANT AWARDS ISSUER YES FOR N/A
IN ACCORDANCE WITH THE PROVISIONS OF THE SINGTEL
PERFORMANCE SHARE PLAN THE PLAN AND TO ALLOT AND
ISSUE FROM TIME TO TIME SUCH NUMBER OF FULLY PAID-UP
SHARES IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED
TO BE ISSUED PURSUANT TO THE VESTING OF AWARDS UNDER THE
PLAN, PROVIDED ALWAYS THAT THE AGGREGATE NUMBER OF
SHARES TO BE ISSUED PURSUANT TO THE 1999 SCHEME AND THE
PLAN SHALL NOT EXCEED 10% OF THE ISSUED SHARE CAPITAL OF
THE COMPANY FROM TIME TO TIME
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SINGAPORE TELECOMMUNICATIONS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/29/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PARTICIPATION BY THE RELEVANT ISSUER YES FOR N/A
PERSON IN THE RELEVANT PERIOD AS SPECIFIED IN THE
SINGTEL PERFORMANCE SHARE PLAN, FOR THE PURPOSES OF
LISTING RULE 10.14 OF THE LISTING RULES OF AUSTRALIAN
STOCK EXCHANGE LIMITED, ON THE SPECIFIED TERMS AND
CONDITIONS
PROPOSAL #2.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
FOR THE PURPOSES OF SECTIONS 76C AND 76E OF THE
COMPANIES ACT, CHAPTER 50 COMPANIES ACT , TO PURCHASE
OR OTHERWISE ACQUIRE ISSUED ORDINARY SHARES OF SGD 0.15
EACH IN THE CAPITAL OF THE COMPANY ORDINARY SHARES NOT
EXCEEDING IN AGGREGATE THE PRESCRIBED LIMIT AS
HEREINAFTER DEFINED , WHETHER BY WAY OF: I) MARKET
PURCHASE(S) ON THE SINGAPORE EXCHANGE SECURITIES TRADING
LIMITED SGX-ST OR ANY OTHER STOCK EXCHANGE ON WHICH
THE ORDINARY SHARES MAY FOR THE TIME BEING BE LISTED OR
QUOTED OTHER EXCHANGE ; AND/OR II) OFF-MARKET
PURCHASE(S) IF EFFECTED OTHERWISE THAN ON THE SGX-ST
OR, AS THE CASE MAY BE, OTHER EXCHANGE IN ACCORDANCE
WITH ANY EQUAL ACCESS SCHEME(S) AS MAY BE DETERMINED OR
FORMULATED BY THE DIRECTORS AS THEY CONSIDER FIT, WHICH
SCHEME(S) SHALL SATISFY ALL THE CONDITIONS PRESCRIBED BY
THE COMPANIES ACT, AND OTHERWISE IN ACCORDANCE WITH ALL
OTHER LAWS AND REGULATIONS AND RULES OF THE SGX-ST OR,
AS THE CASE MAY BE, OTHER EXCHANGE AS MAY FOR THE TIME
BEING BE APPLICABLE, BE AND IS HEREBY AUTHORIZED AND
APPROVED GENERALLY AND UNCONDITIONALLY SHARE PURCHASE
MANDATE ; AUTHORITY EXPIRES THE EARLIER OF THE DATE ON
WHICH THE NEXT AGM OF THE COMPANY IS HELD; AND THE DATE
BY WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW
TO BE HELD ; AND THE DIRECTORS OF THE COMPANY AND/OR ANY
OF THEM BE AUTHORIZED TO COMPLETE AND DO ALL SUCH ACTS
AND THINGS INCLUDING EXECUTING SUCH DOCUMENTS AS MAY BE
REQUIRED AS THEY AND/OR HE MAY CONSIDER EXPEDIENT OR
NECESSARY TO GIVE EFFECT TO THE TRANSACTIONS
CONTEMPLATED AND/OR AUTHORIZED BY THIS RESOLUTION
PROPOSAL #S.3: AMEND ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR N/A
COMPANY: ARTICLES 140, 144 AND 146
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SINGAPORE TELECOMMUNICATIONS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/29/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE THAT, PURSUANT TO ARTICLE 11(A) ISSUER YES FOR N/A
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY AND
SUBJECT TO THE CONFIRMATION OF THE HIGH COURT OF THE
REPUBLIC OF SINGAPORE: (1) REDUCTION OF ISSUED AND PAID-
UP SHARE CAPITAL (A) (I) THE ISSUED AND PAID-UP SHARE
CAPITAL OF THE COMPANY OF A MAXIMUM OF SGD
2,709,748,219.65 COMPRISING A MAXIMUM OF 18,064,988,131
ORDINARY SHARES OF SGD 0.15 EACH (THE SHARES ) BE
REDUCED BY A MAXIMUM OF SGD 193,553,444.25, (II) SUCH
REDUCTION BE MADE OUT OF THE CONTRIBUTED CAPITAL (AS
HEREINAFTER DEFINED) OF THE COMPANY AND BE EFFECTED BY
CANCELING, SUBJECT TO THE ROUNDING-UP (AS DEFINED IN
SUB-PARAGRAPH (B) BELOW), ONE SHARE FOR EVERY 14 SHARES
(THE REDUCTION RATIO ) HELD BY OR ON BEHALF OF THE
RELEVANT SHAREHOLDERS (AS HEREINAFTER DEFINED) AS AT A
BOOKS CLOSURE DATE TO BE DETERMINED BY THE DIRECTORS
(THE BOOKS CLOSURE DATE ), AND (III) FORTHWITH UPON
SUCH REDUCTION TAKING EFFECT, THE MAXIMUM SUM OF SGD
193,553,444.25 ARISING FROM SUCH REDUCTION OF ISSUED AND
PAID-UP SHARE CAPITAL BE RETURNED TO EACH RELEVANT
SHAREHOLDER ON THE BASIS OF SGD 0.15 FOR EACH SHARE HELD
BY OR ON BEHALF OF SUCH RELEVANT SHAREHOLDER SO
CANCELLED, AND (B) THE NUMBER OF SHARES PROPOSED TO BE
CANCELLED FROM EACH RELEVANT SHAREHOLDER UNDER SUB-
PARAGRAPH (A) ABOVE PURSUANT TO THE REDUCTION RATIO BE
REDUCED BY ROUNDING-UP (WHERE APPLICABLE) TO THE NEAREST
MULTIPLE OF 10 SHARES (THE ROUNDING-UP ) THE RESULTANT
NUMBER OF SHARES THAT WOULD HAVE BEEN HELD BY OR ON
BEHALF OF EACH RELEVANT SHAREHOLDER FOLLOWING THE
PROPOSED CANCELLATION OF SHARES PURSUANT TO THE
REDUCTION RATIO; IN THE EVENT THAT THE RESULTANT NUMBER
OF SHARES ARISING FROM THE ROUNDING-UP: (I) IS GREATER
THAN THE NUMBER OF SHARES HELD BY OR ON BEHALF OF SUCH
RELEVANT SHAREHOLDER AS AT THE BOOKS CLOSURE DATE, NO
ROUNDING-UP WILL BE APPLIED AND THE NUMBER OF SHARES
PROPOSED TO BE CANCELLED FROM SUCH RELEVANT SHAREHOLDER
SHALL BE THE NUMBER OF SHARES CANCELLED BASED SOLELY ON
THE REDUCTION RATIO, OR (II) IS EQUAL TO THE NUMBER OF
SHARES HELD OR ON BEHALF OF SUCH RELEVANT SHAREHOLDER AS
AT THE BOOKS CLOSURE DATE, NO SHARES SHALL BE CANCELLED
FROM SUCH RELEVANT SHAREHOLDER; APPROVE TO REDUCTION OF
SHARE PREMIUM ACCOUNT SUBJECT TO AND FORTHWITH UPON THE
PRECEDING PARAGRAPH (1) TAKING EFFECT, THE SUM STANDING
TO THE CREDIT OF THE SHARE PREMIUM ACCOUNT OF THE
COMPANY BE REDUCED BY A MAXIMUM SUM OF SGD
2,851,687,411.95, AND THAT SUCH REDUCTION BE MADE OUT OF
THE CONTRIBUTED CAPITAL OF THE COMPANY AND BE EFFECTED
BY RETURNING TO THE RELEVANT SHAREHOLDERS SGD 2.21 IN
CASH FOR EACH ISSUED AND FULLY PAID-UP SHARE HELD BY OR
ON BEHALF OF EACH RELEVANT SHAREHOLDER WHICH IS
CANCELLED PURSUANT TO THE PRECEDING PARAGRAPH (1);
AUTHORIZE THE DIRECTORS TO DO ALL ACTS AND THINGS AND TO
EXECUTE ALL SUCH DOCUMENTS AS THEY OR HE MAY CONSIDER
NECESSARY OR EXPEDIENT TO GIVE EFFECT TO THE PRECEDING
PARAGRAPHS (1) AND (2)
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SK TELECOM CO., LTD.
TICKER: SKM CUSIP: 78440P108
MEETING DATE: 3/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE BALANCE SHEET, THE ISSUER YES FOR FOR
STATEMENT OF INCOME, AND THE STATEMENT OF APPROPRIATION
OF RETAINED EARNINGS OF THE 21ST FISCAL YEAR, AS SET
FORTH IN THE COMPANY'S AGENDA.
PROPOSAL #02: APPROVAL OF THE AMENDMENT OF THE ARTICLES ISSUER YES FOR FOR
OF INCORPORATION, AS SET FORTH IN THE COMPANY'S AGENDA.
PROPOSAL #03: APPROVAL OF THE CEILING AMOUNT OF THE ISSUER YES FOR FOR
REMUNERATION OF DIRECTORS, AS SET FORTH IN THE COMPANY'S
AGENDA.
PROPOSAL #4A: APPROVAL OF THE APPOINTMENT OF DIRECTORS, ISSUER YES ABSTAIN AGAINST
AS SET FORTH IN THE COMPANY'S AGENDA.
PROPOSAL #4B: APPROVAL OF THE APPOINTMENT OF OUTSIDE ISSUER YES ABSTAIN AGAINST
DIRECTORS WHO WILL NOT BE AUDIT COMMITTEE MEMBERS, AS
SET FORTH IN THE COMPANY'S AGENDA.
PROPOSAL #4C: APPROVAL OF THE APPOINTMENT OF OUTSIDE ISSUER YES ABSTAIN AGAINST
DIRECTORS WHO WILL BE AUDIT COMMITTEE MEMBERS, AS SET
FORTH IN THE COMPANY'S AGENDA.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SOCIETE GENERALE
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/9/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER NO N/A N/A
PROPOSAL: AMEND THE ARTICLE 14 OF THE BY-LAWS ANY
PROVISION RESTRICTING THE VOTING RIGHTS THAT A
SHAREHOLDER MAY EXERCISE AT A GENERAL MEETING
PROPOSAL #O.1: ACKNOWLEDGE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS; AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YE 31 DEC 2004; AND THE NET PROFIT
OF EUR 2,303,226,958.31, AFTER TAXES DEDUCTION FOR FY
2004
PROPOSAL #O.2: APPROVES THE RECOMMENDATIONS OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS AND NOTES A PROFIT OF EUR 2,303,226,958.31
ALLOCATION TO THE LEGAL RESERVE: EUR 839,801.24
DISPOSABLE BALANCE FOR DISTRIBUTION: EUR
2,302,387,157.07 PLUS THE PRIOR RETAINED EARNINGS: EUR
3,803,901,724.00 DISTRIBUTABLE PROFIT: EUR
6,106,288,881.07 APPROPRIATION AS FOLLOWS: CARRY FORWARD
ACCOUNT: EUR 833,381,732.37 GLOBAL DIVIDEND: EUR
1,469,005,424.70 THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 1.25 PER SHARE; THIS DIVIDEND WILL BE
PAID ON 30 MAY 2005; THANKS TO SHARES PREMIUMS, THE
RESERVES AMOUNT TO EUR 10,111,265,559.65 WHEREAS THEY
WERE OF EUR 9,761,180,538.34 IN 2003; THE CARRY FORWARD
ACCOUNT OF EUR 3,803,901,724.00 IS INCREASED TO EUR
4,637,283,456.37 AS REQUIRED BY LAW
PROPOSAL #O.3: ACKNOWLEDGE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS; APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE FY 31 DEC 2004
PROPOSAL #O.4: APPROVE, AFTER HEARING THE SPECIAL REPORT ISSUER NO N/A N/A
OF THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.
225-38 OF THE FRENCH COMMERCIAL CODE, THE REPORT AND THE
AGREEMENTS
PROPOSAL #O.5: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. JEAN AZEMA AS A DIRECTOR FOR A PERIOD OF 4 YEARS
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MRS. ELISABETH LULIN AS A DIRECTOR FOR A PERIOD OF 4
YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. PATRICK RICHARD AS A DIRECTOR FOR A PERIOD OF 4 YEARS
PROPOSAL #O.8: AUTHORIZE THE BOARD OF DIRECTORS TO TRADE ISSUER NO N/A N/A
IN THE COMPANY'S SHARES ON THE STOCK MARKET, AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR
113.00 MINIMUM SALE PRICE: EUR 46.00 MAXIMUM NUMBER OF
SHARES TO BE TRADED: 10% OF THE SHARES COMPRISING THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18
MONTHS ; THE PRESENT DELEGATION CANCELS AND REPLACES,
FOR THE PERIOD UNUSED, THE DELEGATION SET FORTH IN
RESOLUTION NUMBER 10 AND GIVEN BY THE GENERAL MEETING OF
29 APR 2004
PROPOSAL #E.9: APPROVE TO DECIDE TO CHANGE THE DIRECTORS ISSUER NO N/A N/A
NUMBER AND AMEND ARTICLE OF ASSOCIATION NUMBER 7,
ENTITLED DIRECTORS
PROPOSAL #E.10: APPROVE TO DECIDE TO CHANGE THE ISSUER NO N/A N/A
DIRECTORS NUMBER AND AMEND ARTICLE OF ASSOCIATION NUMBER
7, ENTITLED DIRECTORS
PROPOSAL #E.11: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PROCEED WITH ALLOCATIONS FREE OF CHARGE OF COMPANY'S
EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPLOYEES OR THE OFFICERS, PROVIDED THAT THEY SHALL
NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 14 MONTHS
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN CONSIDERATION FOR THE
CONTRIBUTION IN KIND OF SHARES OR SECURITIES GIVING
ACCESS TO THE CAPITAL, EXCEPT IN THE CONTEXT OF A PUBLIC
EXCHANGE OFFER AND PROVIDED THAT IT SHALL NOT EXCEED A
MAXIMUM NOMINAL AMOUNT OF EUR 10% OF THE SHARE CAPITAL,
SUBJECT TO THE NOMINAL LIMIT OF EUR 300 MILLION FOR
CAPITAL INCREASES WITHOUT PREEMPTIVE SUBSCRIPTION RIGHTS
AUTHORIZED BY THE GENERAL MEETING OF 29 APR 2004 IN ITS
12 RESOLUTION; AUTHORITY EXPIRES AT THE END OF 14
MONTHS
PROPOSAL #O.13: GRANTS ALL POWERS TO THE BEARER OF A ISSUER NO N/A N/A
COPY OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN
ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND
REGISTRATIONS PRESCRIBED BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SONY CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND A PART OF THE ARTICLES OF ISSUER YES FOR N/A
INCORPORATION
PROPOSAL #2.1: ELECT MR. HOWARD STRINGER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT MR. RYOJI CHUBACHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT MR. KATSUMI IHARA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT MR. AKISHIGE OKADA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT MR. HIROBUMI KAWANO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT MR. YOTARO KOBAYASHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: ELECT MR. SAKIE T. FUKUSHIMA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT MR. YOSHIHIKO MIYAUCHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: ELECT MR. YOSHIAKI YAMAUCHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.12: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE TO ISSUE ACQUISITION RIGHTS FOR ISSUER YES FOR N/A
SHARES OF COMMON STOCK OF THE CORPORATION FOR THE
PURPOSE OF GRANTING STOCK OPTIONS
PROPOSAL #4.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES FOR N/A
PROPOSAL: AMEND THE ARTICLE OF INCORPORATION WITH
RESPECT TO THE DISCLOSURE TO SHAREHOLDERS REGARDING
REMUNERATION PAID TO EACH DIRECTOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: STANDARD CHARTERED PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL REPORT AND THE ACCOUNTS ISSUER YES FOR N/A
FOR THE YE 31 DEC 2004
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 40.44 US CENTS ISSUER YES FOR N/A
PER ORDINARY SHARE FOR THE YE 31 DEC 2004
PROPOSAL #3.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 31 DEC 2004
PROPOSAL #4.: ELECT MISS V.F. GOODING AS A NON-EXECUTIVE ISSUER YES FOR N/A
DIRECTOR BY THE BOARD DURING THE YEAR
PROPOSAL #5.: ELECT MR. O.H.J. STOCKEN AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR BY THE BOARD DURING THE YEAR
PROPOSAL #6.: RE-ELECT SIR C. K. CHOW AS A NON-EXECUTIVE ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #7.: RE-ELECT MR. HO KWONPING AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #8.: RE-ELECT MR. R.H. MEDDINGS AS AN EXECUTIVE ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #9.: RE-ELECT MR. K.S. NARGOLWALA AS AN ISSUER YES FOR N/A
EXECUTIVE DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #10.: RE-ELECT MR. H.E NORTON AS A NON- ISSUER YES FOR N/A
EXECUTIVE 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 SET THE AUDITOR'S ISSUER YES FOR N/A
FEES
PROPOSAL #13.: AUTHORISE ISSUE OF EQUITY OR EQUITY- ISSUER YES FOR N/A
LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF USD 233,412,206 (RELEVANT
SECURITIES, SCRIPT DIVIDEND SCHEMES AND EXCHANGEABLE
SECURITIES); AND OTHERWISE UP TO USD 129,701,049
PROPOSAL #14.: AUTHORIZE THE BOARD TO ALLOT RELEVANT ISSUER YES FOR N/A
SECURITIES UP TO A TOTAL NOMINAL VALUE OF USD
129,701,049 PURSUANT TO PARAGRAPH A) OF 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 UNDER THE AUTHORITY GRANTED PURSUANT TO
RESOLUTION 16
PROPOSAL #S.15: APPROVE THAT, IF RESOLUTION 13 IS PASSED ISSUER YES FOR N/A
AS AN ORDINARY RESOLUTION, THE BOARD BE GIVEN POWER TO
ALLOT EQUITY SECURITIES AS DEFINED IN THE COMPANIES ACT
1986 FOR CASH UNDER THE AUTHORITY GIVEN BY THAT
RESOLUTION AND/OR WHERE THE ALLOTMENT CONSTITUTES AN
ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION
94(3A) OF THE COMPANIES ACT 1985, FREE OF THE
RESTRICTION IN SECTION 89(1) OF THE COMPANIES ACT 1985,
SUCH POWER TO BE LIMITED TO: A) THE ALLOTMENT OF EQUITY
SECURITIES IN CONNECTION WITH EN OFFER OF EQUITY
SECURITIES OPEN FOR A PERIOD DECIDED ON BY THE BOARD: I)
TO ORDINARY SHAREHOLDERS ON THE REGISTER ON A
PARTICULAR DATE EXCLUDING ANY HOLDER HOLDING SHARES AS
TREASURY SHARES , IN PROPORTION TO THEIR EXISTING
HOLDINGS IGNORING FOR THIS PURPOSE BOTH ANY HOLDER
HOLDING SHARES AS TREASURY SHARES AND THE TREASURY
SHARES HELD BY HIM ; AND II) TO PEOPLE WHO ARE
REGISTERED ON A PARTICULAR DATE AS HOLDERS OF OTHER
CLASSES OF EQUITY SECURITIES EXCLUDING ANY HOLDER
HOLDING SHARES AS TREASURY SHARES , IF THIS IS REQUIRED
BY THE RIGHTS OF THOSE SECURITIES OR; IF THE BOARD
CONSIDERS IT APPROPRIATE, AS PERMITTED BY THE RIGHTS OF
THOSE SECURITIES, AND SO THAT THE BOARD MAY IMPOSE ANY
LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH
IT CONSIDERS NECESSARY OR APPROPRIATE TO DEAL FRACTIONAL
ENTITLEMENTS, LEGAL, REGULATORY OR PRACTICAL PROBLEMS
IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER
MATTER; AND B) THE ALLOTMENT OTHERWISE THAN UNDER A)
ABOVE OF EQUITY SECURITIES UP TO A TOTAL NOMINAL VALUE
OF USD 32,425,262; AUTHORITY EXPIRES TO APPLY FROM 05
MAY 2005 UNTIL THE OF THE END OF NEXT YEARS AGM AND 04
AUG 2006 UNLESS PREVIOUSLY CANCELLED OR VARIED BY THE
COMPANY IN GENERAL MEETING, BUT DURING THIS PERIOD THE
COMPANY MAY MAKE OFFERS, AND ENTER INTO AGREEMENTS,
WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE
ALLOTTED AFTER THE POWER ENDS AND THE BOARD MAY ALLOT
EQUITY SECURITIES UNDER ANY SUCH OFFER OR AGREEMENT AS
IF THE POWER HAD NOT ENDED
PROPOSAL #S.16: AUTHORIZE THE COMPANY, GENERALLY AND ISSUER YES FOR N/A
WITHOUT CONDITIONS, TO MAKE MARKET PURCHASES AS DEFINED
IN THE COMPANIES ACT 1985 OF ITS ORDINARY SHARES OF
USD 0.50 EACH PROVIDED THAT: A) THE COMPANY DOES NOT
PURCHASE MORE THAN 129,701,049 SHARES UNDER THIS
AUTHORITY B) THE COMPANY DOES NOT PAY LESS FOR EACH
SHARE THAN USD 0.50 OR THE EQUIVALENT IN THE CURRENCY
IN WHICH THE PURCHASE IS MADE, CALCULATED BY REFERENCE
TO A SPOT EXCHANGE RATE FOR THE PURCHASE OF US DOLLARS
WITH SUCH OTHER CURRENCY AS DISPLAYED ON THE APPROPRIATE
PAGE OF THE REUTERS SCREEN AT OR AROUND 11 .00 AM
(LONDON TIME) ON THE BUSINESS DAY BEFORE THE DAY THE
COMPANY AGREES TO BUY THE SHARES ; AND C) THE COMPANY
DOES NOT PAY MORE FOR EACH SHARE THAN 5% OVER THE
AVERAGE OF THE MIDDLE MARKET PRICES OF THE ORDINARY
SHARES ACCORDING TO THE DAILY OFFICIAL LIST OF THE
LONDON STOCK EXCHANGE FOR THE FIVE BUSINESS DAYS
IMMEDIATELY BEFORE THE DATE ON WHICH THE COMPANY TO BUY
THE SHARES; AUTHORITY EXPIRES EARLIER TO APPLY FROM 05
MAY 2005 UNTIL THE THE END OF NEXT YEAR'S AGM AND 04 AUG
2006 UNLESS PREVIOUSLY CANCELLED OR VARIED BY THE
COMPANY GENERAL MEETING, BUT DURING THIS PERIOD THE
COMPANY MAY AGREE TO PURCHASE SHARES WHERE THE PURCHASE
MAY NOT BE COMPLETED (FULLY OR PARTLY) UNTIL AFTER THE
AUTHORITY ENDS AND MAY MAKE A PURCHASE OF ORDINARY
SHARES IN ACCORDANCE WITH ANY SUCH AGREEMENT AS IF THE
AUTHORITY HAD NOT ENDED
PROPOSAL #S.17: AUTHORIZE THE COMPANY, GENERALLY AND ISSUER YES FOR N/A
WITHOUT CONDITIONS, TO MAKE MARKET PURCHASES AS DEFINED
IN THE COMPANIES ACT 1985 OF UP TO 328,388 DOLLAR
PREFERENCE SHARES AND UP TO 195,285,000 STARLING
PREFERENCE SHARES PROVIDED THAT: A) THE COMPANY DOES NOT
PAY LESS FOR EACH SHARE (BEFORE EXPENSES) THAN THE
NOMINAL VALUE OF THE SHARE OR THE EQUIVALENT IN THE
CURRENCY IN WHICH THE PURCHASE IS MADE, CALCULATED BY
REFERENCE TO THE SPOT EXCHANGE RATE FOR THE PURCHASE OF
THE CURRENCY IN WHICH THE RELEVANT SHARE IS DENOMINATED
WITH SUCH OTHER CURRENCY AS DISPLAYED ON THE APPROPRIATE
PAGE OF THE REUTERS SCREEN AT OR AROUND 11.00 AM
(LONDON TIME) ON THE BUSINESS DAY BEFORE THE DAY THE
COMPANY AGREES TO BUY THE SHARES ; AND B) THE COMPANY
DOES NOT PAY MORE: I) FOR EACH STERLING PREFERENCE SHARE
THAN 25 % OVER THE AVERAGE OF THE MIDDLE MARKET PRICES
OF SUCH SHARES ACCORDING TO THE DAILY OFFICIAL LIST OF
THE LONDON STOCK EXCHANGE FOR THE TEN BUSINESS DAYS
IMMEDIATELY BEFORE THE DATE ON WHICH THE COMPANY AGREES
TO BUY THE SHARES; AND II) FOR EACH DOLLAR PREFERENCE
SHARE BEFORE EXPENSES 25% OVER THE AVERAGE OF THE
MIDDLE MARKET PRICES OF SUCH SHARES ACCORDING TO THE
DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE
TEN BUSINESS DAYS IMMEDIATELY BEFORE THE DATE ON WHICH
THE COMPANY AGREES TO BUY THE SHARES; AUTHORITY EXPIRES
EARLIER TO APPLY FROM 05 MAY 2005 UNTIL THE END OF NEXT
YEAR'S AGM AND 04 AUG 2006 UNLESS PREVIOUSLY CANCELLED
OR VARIED BY THE COMPANY IN GENERAL MEETING, BUT DURING
THIS PERIOD THE COMPANY MAY AGREE TO PURCHASE SHARES
WHERE THE PURCHASE MAY NOT BE COMPLETED (FULLY OR
PARTLY) UNTIL AFTER THE AUTHORITY ENDS AND MAY MAKE A
PURCHASE OF SHARES IN ACCORDANCE WITH ANY SUCH AGREEMENT
AS IF THE AUTHORITY HAD NOT ENDED
PROPOSAL #S.18: APPROVE TO ADOPT THE NEW ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION OF THE COMPANY
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ISSUER: SUEZ, NANTERRE
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YE 31 DEC 2004
PROPOSAL #O.2: APPROVE THE FINANCIAL STATEMENTS SHOWING ISSUER NO N/A N/A
A NET PROFIT OF EUR 1,743,540,312.88 AND ACKNOWLEDGE:
DISTRIBUTABLE PROFITS: EUR 1,740,685,782.88 PRIOR
RETAINED EARNINGS: EUR (-) 2,854,530.00; THE
APPROPRIATION AS FOLLOWS: STATUTORY DIVIDEND: EUR
102,046,538.60; ADDITIONAL DIVIDEND: EUR 714,325,770.20;
TOTAL DISTRIBUTION: EUR 816,372,308.80; CARRY FORWARD
ACCOUNT: EUR 924,313,474.08; THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 0.80 PER SHARE; THIS
DIVIDEND WILL BE PAID ON 16 MAY 2005
PROPOSAL #O.3: APPROVE TO TRANSFER AN AMOUNT OF EUR ISSUER NO N/A N/A
15,671,320.91 CHARGED TO THE SPECIAL RESERVE ON LONG-
TERM CAPITAL GAINS ACCOUNT TO THE VARIOUS RESERVES
ACCOUNT, AN AMOUNT OF EUR 96,213,475.12 CHARGED TO THE
MERGER PREMIUM ACCOUNT WILL BE TRANSFERRED TO THE OTHER
RESERVES ACCOUNT AND AN AMOUNT OF EUR 2,854,530.00
CHARGED TO THE OTHER RESERVES ACCOUNT WILL BE
TRANSFERRED TO THE RETAINED EARNINGS ACCOUNT
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
L.225.86 OF THE FRENCH COMMERCIAL CODE AND APPROVE THE
AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. PAUL DESMARAIS JR. AS A DIRECTOR FOR A PERIOD OF 4
YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. GERARD MESTRALLET AS A DIRECTOR FOR A PERIOD OF 4
YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. LORD SIMON OF HIGHBURY AS A DIRECTOR FOR A PERIOD OF
4 YEARS
PROPOSAL #O.9: APPOINT MR. RICHARD GOBLET D ALVIELLA AS ISSUER NO N/A N/A
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
DELOITTE AND ASSOCIES COMPANY, AS THE STATUTORY AUDITOR,
FOR A PERIOD OF 6 YEARS
PROPOSAL #O.11: APPOINT THE BEAS COMPANY AS THE DEPUTY ISSUER NO N/A N/A
AUDITOR FOR A PERIOD OF 6 YEARS
PROPOSAL #O.12: APPOINT MR. FRANCIS GIDOIN, AS A DEPUTY ISSUER NO N/A N/A
AUDITOR, FOR A PERIOD OF 4 YEARS
PROPOSAL #O.13: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION TO THE AUTHORITY GIVEN UNDER RESOLUTION 12
OF THE GENERAL MEETING HELD ON 27 APR 2004, TO TRADE IN
THE COMPANY'S SHARES ON THE STOCK MARKET, AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 36.00,
MINIMUM SALE PRICE: EUR 16.00, MAXIMUM NUMBER OF SHARES
TO BE TRADED: 10% OF THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL BY CANCELLING THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED
DOES NOT EXCEED 10% OF THE CAPITAL PER PERIOD OF 24
MONTHS; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; THE
PRESENT DELEGATION CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION SET FORTH IN RESOLUTION NUMBER
15 AND GIVEN BY THE GENERAL MEETING OF 27 APR 2004; AND
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #O.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR
ABROAD, THE SHARE CAPITAL, WITHOUT SHAREHOLDERS
SUBSCRIPTION RIGHT, PROVIDED THAT THE MAXIMUM NOMINAL
AMOUNT SHALL NOT EXCEED EUR 30,000,000.00, BY WAY OF
ISSUING SHARES TO THE PROFIT OF SPRING MULTIPLE 2005
S.C.A.; AUTHORITY EXPIRES AT THE END OF 1 YEAR ; AND 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
FREELY ALLOCATE, IN ONE OR MORE TRANSACTIONS, COMPANY'S
EXISTING SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES, IT BEING
PROVIDED THAT THE TOTAL NUMBER OF SHARES SHALL NOT
EXCEED 1% OF THE REGISTERED CAPITAL; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.17: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SUMITOMO MITSUI FINANCIAL GROUP INC, TOKYO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 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 ACQUISITION OF OWN STOCKS ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT MR. M. OKU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT MR. M. KUSUNOKI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT MR. M. HIRASAWA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT MR. S. NISHIYAMA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT MR. J. TANEHASHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT MR. Y. YAMAUCHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT MR. Y. YAMAKAWA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: ELECT MR. K. ISHIDA AS THE CORPORATE ISSUER YES FOR N/A
AUDITOR
PROPOSAL #4.2: ELECT MR. I. UNO AS THE CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #5.: GRANT RETIREMENT ALLOWANCES TO THE ISSUER YES AGAINST N/A
RETIRING DIRECTORS/THE AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SUMITOMO TR & BKG LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 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 12, SPECIAL
JY 0
PROPOSAL #2: AMEND ARTICLES TO: DECREASE AUTHORIZED ISSUER YES AGAINST N/A
CAPITAL TO REFLECT PREFERRED SHAREREPURCHASE - CLARIFY
DIRECTOR AUTHORITIES - CLARIFY BOARD'S AUTHORITY TO VARY
AGM RECORD DATE - REQUIRE SUPERMAJORITY VOTE TO REMOVE
DIRECTOR
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: ELECT DIRECTOR ISSUER YES FOR 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 SPECIAL PAYMENTS TO CONTINUING ISSUER YES AGAINST N/A
DIRECTORS AND STATUTORY AUDITORS INCONNECTION WITH
ABOLITION OF RETIREMENT BONUS SYSTEM
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SUZANO BAHIA SUL PAPEL E CELULOSE SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/15/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND ARTICLE 13 AND ITEM D OF ARTICLE 31 ISSUER NO N/A N/A
AND ADD A PARAGRAPH 3 IN ARTICLE 24AND CONSOLIDATE ALL
OF THE COMPANY BY-LAWS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SVENSKA CELLULOSA AKTIEBOLAGET SCA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT THE CHAIRMAN OF THE AGM ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE THE VOTING LIST ISSUER NO N/A N/A
PROPOSAL #3.: ELECT TWO PERSONS TO VERIFY THE MINUTES ISSUER NO N/A N/A
PROPOSAL #4.: ACKNOWLEDGE WHETHER THE AGM HAS BEEN DULY ISSUER NO N/A N/A
CONVENED
PROPOSAL #5.: APPROVE THE AGENDA ISSUER NO N/A N/A
PROPOSAL #6.: RECEIVE THE ANNUAL REPORT AND THE AUDITORS ISSUER NO N/A N/A
REPORT, AND THE CONSOLIDATED FINANCIAL STATEMENT AND
THE AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENT
PROPOSAL #7.a: APPROVE TO ADOPT THE INCOME STATEMENT AND ISSUER NO N/A N/A
THE BALANCE SHEET, AND THE CONSOLIDATED INCOME
STATEMENT AND THE CONSOLIDATED BALANCE SHEET
PROPOSAL #7.b: APPROVE THE ALLOCATION OF THE COMPANY'S ISSUER NO N/A N/A
EARNINGS AS SHOWN IN THE ADOPTED BALANCE SHEET AND
RECORD DATE FOR DIVIDENDS
PROPOSAL #7.c: GRANT DISCHARGE FROM PERSONAL LIABILITY ISSUER NO N/A N/A
TO THE DIRECTORS AND THE PRESIDENT
PROPOSAL #8.: APPROVE TO DETERMINE THE NUMBER OF ISSUER NO N/A N/A
DIRECTORS AT SEVEN AND NO ALTERNATE DIRECTORS
PROPOSAL #9.: APPROVE TO DETERMINE THE REMUNERATION OF ISSUER NO N/A N/A
DIRECTORS AND THE AUDITORS; THE TOTAL REMUNERATION OF
THE BOARD OF DIRECTORS SHALL BE SEK 3,250,000 OF WHICH
SEK 350,000 SHALL BE ALLOCATED TO EACH AND EVERY
DIRECTOR ELECTED AT THE AGM
PROPOSAL #10.: RE-ELECT MR. ROLF BORJESSON, MR. SOREN ISSUER NO N/A N/A
GYLL, MR. TOM HEDELIUS, MR. SVERKER MARTIN-LOF, MR.
ANDERS NYREN, MR. INDRA AAANDOR, MR. JAN ASTROM AS
DIRECTORS AND MR. MARTIN-LOF AS A CHAIRMAN
PROPOSAL #11.: APPROVE THE ELECTION COMMITTEE FOR THE ISSUER NO N/A N/A
2006 AGM
PROPOSAL #12.: CONCLUSION OF THE AGM ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TAIWAN SEMICONDUCTOR MFG. CO. LTD.
TICKER: TSM CUSIP: 874039100
MEETING DATE: 12/21/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO APPROVE THE REVISIONS OF THE COMPANY'S ISSUER YES FOR FOR
ARTICLES OF INCORPORATION, AS SET FORTH IN THE COMPANY'S
NOTICE OF MEETING ENCLOSED HEREWITH.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TAIWAN SEMICONDUCTOR MFG. CO. LTD.
TICKER: TSM CUSIP: 874039100
MEETING DATE: 5/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO ACCEPT 2004 BUSINESS REPORT AND ISSUER YES FOR FOR
FINANCIAL STATEMENTS.
PROPOSAL #02: TO APPROVE THE PROPOSAL FOR DISTRIBUTION ISSUER YES FOR FOR
OF 2004 PROFITS.
PROPOSAL #03: TO APPROVE THE CAPITALIZATION OF 2004 ISSUER YES FOR FOR
STOCK DIVIDENDS AND EMPLOYEE PROFIT SHARING (IN STOCK).
PROPOSAL #04: TO APPROVE REVISIONS TO THE ARTICLES OF ISSUER YES FOR FOR
INCORPORATION.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TAKEDA PHARMACEUTICAL CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND 44 YEN
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES AGAINST N/A
FOR DIRECTORS AND CORPORATE AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TANABE SEIYAKU CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PROFIT APPROPRIATION FOR NO. ISSUER YES ABSTAIN N/A
101 TERM: DIVIDENDS FOR THE CURRENT TERM IS JPY 10 PER
SHARE JPY 17 ON A YEARLY BASIS
PROPOSAL #2.: AMEND THE COMPANY'S ARTICLES OF ISSUER YES ABSTAIN N/A
INCORPORATION: THE TERM OF OFFICE FOR THE DIRECTOR HAS
BEEN PROPOSED TO CHANGE TO 1 YEAR FROM THE PRESENT 2
YEARS; THE NUMBER OF THE DIRECTOR'S POSITION HAS BEEN
PROPOSED TO BE CHANGED TO 10 OR LESS FROM THE PRESENT 3
OR MORE; AND THE NUMBER OF STATUTORY AUDITOR'S POSITION
HAS BEEN PROPOSED TO BE CHANGED TO 5 OR LESS FROM THE
PRESENT 3 OR MORE
PROPOSAL #3.: APPROVE TO SPIN OFF PHARMACEUTICAL ISSUER YES ABSTAIN N/A
PRODUCTION DIVISION AT ONODA FACTORY AND TRANSFER ITS
BUSINESS TO THE NEWLY-ESTABLISHED WHOLLY-OWNED
SUBSIDIARY, TANABE SEIYAKU YAMAGUCHI COMPANY LIMITED
PROPOSAL #4.1: ELECT MR. NATSUKI HAYAMA AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.2: ELECT MR. KAZUHIDE KOAMI AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.3: ELECT MR. AKIO NAKAO AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.4: ELECT MR. MICHIHIRO TSUCHIYA AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.5: ELECT MR. AKIRA ETOU AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.6: ELECT MR. SHOUJI NAGASHIGE AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.7: ELECT MR. KENICHI YANAGISAWA AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.: ELECT MR. HIROSHI MATSUMOTO AS THE ISSUER YES ABSTAIN N/A
STATUTORY AUDITOR
PROPOSAL #6.: GRANT THE RETIREMENT ALLOWANCES TO ISSUER YES ABSTAIN N/A
DIRECTORS, MESSRS. HIROSHI MATSUMOTO AND YASUHIKO OZAKI;
AND STATUTORY AUDITOR, MR. SHOUZOU YOSHIMATSU, WHO
RETIRES DURING THE CURRENT TERM ACCORDING TO THE COMPANY
RULE
PROPOSAL #7.: APPROVE TO REVISE THE REMUNERATION FOR THE ISSUER YES ABSTAIN N/A
DIRECTORS AND THE STATUTORY AUDITORS: THE REMUNERATIONS
FOR THE DIRECTORS WILL BE REVISED TO JPY300,000,000 A
YEAR FROM JPY35,000,000 OR LESS A MONTH AT PRESENT, AND
THAT FOR THE STATUTORY AUDITORS WILL BE REVISED TO
JPY100,000,000 A YEAR FROM JPY7,500,000 OR LESS A MONTH
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TAYLOR WOODROW PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR N/A
AND THE DIRECTORS AND THE AUDITORS REPORTS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT MR. IAIN NAPIER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. PETER JOHNSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. ANDREW DOUGAL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-APPOINT DELOITTE AND TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #9.: APPROVE THE AMENDMENTS TO THE RULES OF THE ISSUER YES FOR N/A
TAYLOR WOODROW 2004 PERFORMANCE SHARE PLAN
PROPOSAL #10.: APPROVE THE SHARE LIMIT IN RELATION TO ISSUER YES FOR N/A
THE TAYLOR WOODROW EMPLOYEE STOCK PURCHASE PLAN
PROPOSAL #11.: GRANT AUTHORITY TO ALLOT SHARES ISSUER YES FOR N/A
PROPOSAL #S.12: GRANT AUTHORITY TO DIS-APPLY THE PRE- ISSUER YES FOR N/A
EMPTION RIGHTS
PROPOSAL #S.13: GRANT AUTHORITY TO MAKE MARKET PURCHASES ISSUER YES FOR N/A
OF SHARES
PROPOSAL #S.14: GRANT AUTHORITY TO DELETE SPECIFIED ISSUER YES FOR N/A
CLAUSES IN THE ARTICLES OF ASSOCIATION
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ISSUER: TECK COMINCO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. J. BRIAN AUNE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: ELECT MR. LLOYD I. BARBER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: ELECT MR. JALYNN H. BENNETT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. HUGH J. BOLTON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT MR. MASAYUKI HISATSUNE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT MR. NORMAN B. KEEVIL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT MR. NORMAN B. KEEVIL III AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.8: ELECT MR. DONALD R. LINDSAY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: ELECT MR. TAKURO MOCHIHARA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. WARREN S.R. SEYFFERT AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.11: ELECT MR. KEITH E. STEEVES AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.12: ELECT MR. CHRIS M.T. THOMPSON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.13: ELECT MR. DAVID A. THOMPSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.14: ELECT MR. ROBERT J. WRIGHT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITOR OF THE COMPANY UNTIL THE NEXT AGM
PROPOSAL #3.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
AUDITOR'S REMUNERATION
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ISSUER: TELEFONICA MOVILES S A
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/6/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE 2004 AND ACCOUNTS, MANAGEMENT ISSUER YES FOR N/A
REPORT, APPLICATION OF EARNINGS AND BOARDS MANAGEMENT
FOR BOTH THE COMPANY AND THE GROUP
PROPOSAL #2.: APPROVE THE DIVIDEND PAYMENT ISSUER YES FOR N/A
PROPOSAL #3.: RE-ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #5.: GRANT AUTHORITY TO ACQUIRE OWN SHARES ISSUER YES FOR N/A
PROPOSAL #6.: DELEGATION OF POWERS ISSUER YES FOR N/A
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ISSUER: TELKOM SA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/14/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ANNUAL FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE YE 31 MAR 2004
PROPOSAL #2.1: APPOINT MR. THABO MOSOLOLI AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR IN TERMS OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #2.2: APPOINT MR. POLELO LAZARUS ZIM AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR IN TERMS OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #3.: APPOINT MESSRS. ERNST & YOUNG AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY
PROPOSAL #S.4: AUTHORIZE THE COMPANY OR A SUBSIDIARY OF ISSUER YES FOR N/A
THE COMPANY, TO ACQUIRE ORDINARY SHARES IN THE ISSUED
SHARE CAPITAL OF THE COMPANY, FROM TIME TO TIME, IN
TERMS OF THE COMPANIES ACT, 1973 ACT 61 OF 1973 ACT ,
AND IN TERMS OF THE LISTING REQUIREMENTS OF THE JSE
SECURITIES EXCHANGE SOUTH AFRICA JSE , WHEN THE COMPANY
OR A SUBSIDIARY OF THE COMPANY HAS CUMULATIVELY
REPURCHASED 3% OF THE NUMBER OF A CLASS OF SHARES IN
ISSUE ON THE DATE OF PASSING OF THIS SPECIAL RESOLUTION
AND FOR EACH 3% IN AGGREGATE OF THE INITIAL NUMBER OF
THAT CLASS OF SHARES ACQUIRED THEREAFTER, AN
ANNOUNCEMENT IN COMPLIANCE WITH THE LISTING REQUIREMENTS
MUST BE PUBLISHED AS SOON AS POSSIBLE AND BY NOT LATER
THAN 8:30 ON THE BUSINESS DAY FOLLOWING THE DAY ON WHICH
THE RELEVANT THRESHOLD IS REACHED OR EXCEEDED; THE
REPURCHASE OF SECURITIES BEING EFFECTED THROUGH THE
ORDER BOOK OPERATED BY THE JSE TRADING SYSTEM AND DONE
WITHOUT ANY PRIOR UNDERSTANDING OR ARRANGEMENT BETWEEN
THE COMPANY AND THE COUNTER PARTIES; THE REPURCHASE
BEING EFFECTED IN COMPLIANCE WITH PARAGRAPHS 3.37 TO
3.41 OF THE LISTING REQUIREMENTS CONCERNING SHAREHOLDER
SPREAD REQUIREMENTS; THE COMPANY'S SPONSOR SHALL PRIOR
TO THE COMPANY, OR A SUBSIDIARY OF THE COMPANY, ENTERING
INTO THE MARKET TO REPURCHASE THE SHARES, PROVIDE THE
JSE WITH THE WRITTEN WORKING CAPITAL STATEMENT REQUIRED
IN TERMS OF THE LISTING REQUIREMENTS, NOT EXCEEDING IN
AGGREGATE 20% OF THE COMPANY'S ISSUED ORDINARY SHARE
CAPITAL IN ANY 1 FY, AT A PRICE OF NO MORE THAN 10%
ABOVE THE WEIGHTED AVERAGE MARKET PRICE OF SUCH SHARES
OVER THE PREVIOUS 5 BUSINESS DAYS PRECEDING THE DATE OF
REPURCHASE OF SUCH SHARES; AUTHORITY EXPIRES THE
EARLIER OF, THE NEXT AGM OR 15 MONTHS
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ISSUER: THOMSON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE PARENT-COMPANY'S STATUTORY ISSUER NO N/A N/A
FINANCIAL STATEMENTS FOR THE FYE 31 DEC 2004
PROPOSAL #O.2: APPROVE THE CONSOLIDATED FINANCIAL ISSUER NO N/A N/A
STATEMENTS FOR THE FYE 31 DEC 2004
PROPOSAL #O.3: APPROVE THE ALLOCATION OF INCOME FOR THE ISSUER NO N/A N/A
FYE 31 DEC 2004
PROPOSAL #O.4: APPROVE THE AGREEMENTS REFERRED TO IN ISSUER NO N/A N/A
ARTICLE L. 225-38 ET SEQ. OF THE FRENCH COMMERCIAL CODE
PROPOSAL #O.5: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. CHRISTIAN BLANC AS A DIRECTOR
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. MARCEL ROULET AS A DIRECTOR
PROPOSAL #O.7: AUTHORIZE THE BOARD OF DIRECTORS TO ALLOW ISSUER NO N/A N/A
THE COMPANY PURCHASE ITS OWN SHARES
PROPOSAL #O.8: APPROVE THE END OF THE DELEGATION GRANTED ISSUER NO N/A N/A
BY THE 1ST RESOLUTION OF THE ORDINARY SHAREHOLDERS
MEETING OF 15 SEP 2000 TO ISSUE BONDS
PROPOSAL #O.9: GRANT POWERS TO CARRY OUT ALL FORMALITIES ISSUER NO N/A N/A
PROPOSAL #E.1: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
REDUCE THE CAPITAL THROUGH THE CANCELLATION OF THE
SHARES ACQUIRED UNDER ARTICLE L. 225-209 OF THE FRENCH
COMMERCIAL CODE
PROPOSAL #E.2: AUTHORIZE THE BOARD OF DIRECTORS OF ITS ISSUER NO N/A N/A
CAPACITY TO APPROVE A CAPITAL INCREASE, THROUGH THE
ISSUANCE - WITH PREFERRED SUBSCRIPTION RIGHTS - OF
SHARES AND/OR ISSUANCE OF SECURITIES WHICH HAVE ACCESS
TO THE CAPITAL OF THE COMPANY AND/OR SECURITIES GIVING
AN ENTITLEMENT TO DEBT SECURITIES
PROPOSAL #E.3: AUTHORIZE THE BOARD OF DIRECTORS OF ITS ISSUER NO N/A N/A
CAPACITY TO APPROVE A CAPITAL INCREASE, THROUGH THE
ISSUANCE - WITHOUT PREFERRED SUBSCRIPTION RIGHTS - OF
SHARES AND/OR ISSUANCE OF SECURITIES WHICH HAVE ACCESS
TO THE CAPITAL OF THE COMPANY AND/OR SECURITIES GIVING
AN ENTITLEMENT TO DEBT SECURITIES
PROPOSAL #E.4: AUTHORIZE THE BOARD OF DIRECTORS OF ITS ISSUER NO N/A N/A
CAPACITY TO APPROVE A CAPITAL INCREASE BY CAPITALIZING
PREMIUMS, RESERVES, PROFITS OR OTHERWISE
PROPOSAL #E.5: AUTHORIZE THE BOARD OF DIRECTORS OF ITS ISSUER NO N/A N/A
CAPACITY TO INCREASE THE NUMBER OF SECURITIES TO BE
ISSUED IN CASE OF A CAPITAL INCREASE WITH OR WITHOUT
PREFERRED SUBSCRIPTION RIGHTS
PROPOSAL #E.6: AUTHORIZE THE BOARD OF DIRECTORS OF ITS ISSUER NO N/A N/A
CAPACITY TO INCREASE THE CAPITAL IN FAVOR OF MEMBERS OF
COMPANY SAVINGS PLANS WITHOUT PREFERRED SUBSCRIPTION
RIGHTS IN FAVOR OF THE LATTER
PROPOSAL #E.7: AUTHORIZE THE BOARD OF DIRECTORS OF ITS ISSUER NO N/A N/A
CAPACITY TO GRANT STOCK OPTIONS TO SUBSCRIBE OR TO
PURCHASE SHARES TO STAFF OR CORPORATE OFFICERS OF THE
COMPANY OR COMPANIES RELATED TO IT THROUGH DIRECT OR
INDIRECT INTERESTS
PROPOSAL #E.8: AUTHORIZE THE BOARD OF DIRECTORS OF ITS ISSUER NO N/A N/A
CAPACITY TO GRANT, FOR FREE, EXISTING OR FUTURE SHARES
IN FAVOR OF ALL OR A PORTION OF THE GROUP'S EMPLOYEES OR
CORPORATE OFFICERS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TIETOENATOR CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/25/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO PAY AN ADDITIONAL DIVIDEND OF ISSUER NO N/A N/A
EUR 0.50 PER SHARE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TIETOENATOR CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/17/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ADOPT THE ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #1.2: APPROVE THE ACTIONS ON PROFIT AND LOSS ISSUER YES FOR N/A
AND THE BOARD'S PROPOSAL TO PAY A DIVIDEND OF EUR 1.00
PER SHARE
PROPOSAL #1.3: GRANT DISCHARGE FROM LIABILITY ISSUER YES FOR N/A
PROPOSAL #1.4: APPROVE THE REMUNERATION OF BOARD MEMBERS ISSUER YES FOR N/A
PROPOSAL #1.5: APPROVE THE REMUNERATION OF THE AUDITOR(S) ISSUER YES FOR N/A
PROPOSAL #1.6.1: RE-ELECT MR. BENGT HALSE AS A BOARD OF ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.6.2: RE-ELECT MR. KALEVI KONTINEN AS A BOARD ISSUER YES FOR N/A
OF DIRECTOR
PROPOSAL #1.6.3: RE-ELECT MR. MATTI LEHTI AS A BOARD OF ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.6.4: RE-ELECT MR. OLLI MARTIKAINEN AS A ISSUER YES FOR N/A
BOARD OF DIRECTOR
PROPOSAL #1.6.5: RE-ELECT MR. OLLI RIIKKALA AS A BOARD ISSUER YES FOR N/A
OF DIRECTOR
PROPOSAL #1.6.6: RE-ELECT MR. ANDERS ULLBERG AS A BOARD ISSUER YES FOR N/A
OF DIRECTOR
PROPOSAL #1.6.7: ELECT MR. MARIANA BURENSTAM LINDER AS A ISSUER YES FOR N/A
NEW MEMBER OF THE BOARD
PROPOSAL #1.7: RE-ELECT ERNST & YOUNG AS THE AUDITOR(S) ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE TO REDUCE THE COMPANY'S SHARE ISSUER YES FOR N/A
CAPITAL BY NULLIFICATION OF THE COMPANY'S SHARES
REPURCHASED BY THE COMPANY IN THE FOLLOWING MANNER: BY
AN AMOUNT CORRESPONDING TO THE BOOK COUNTER VALUE OF
4,144,322 SHARES I.E. BY EUR 4,144,322 AND THE AMOUNT
CORRESPONDING TO THE REDUCTION IN SHARE CAPITAL WILL BE
TRANSFERRED FROM THE SHARE CAPITAL TO THE SHARE PREMIUM
FUND; AND THE REDUCTION OF SHARE CAPITAL WILL HAVE NO
EFFECT ON SHAREHOLDERS EQUITY AND ALL THE COMPANY'S
SHARES BOUGHT BACK BY THE COMPANY BASED ON THE
AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS BY THE
AGM ON 18 MAR 2004 4,144,322 SHARES WILL BE NULLIFIED
WITHOUT CHARGE
PROPOSAL #3.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
REPURCHASE THE COMPANY'S SHARES TO AN AMOUNT NOT
EXCEEDING 5% 10% IF THE PROPOSED CHANGE OF THE FINNISH
COMPANIES ACT WILL BE ACCEPTED OF THE TOTAL STOCK AND
VOTING RIGHTS; AUTHORITY EXPIRES IN 1 YEAR FROM THE
CLOSE OF THE AGM I.E. UNTIL 17 MAR 2006 ; AND THE SHARES
WOULD BE REPURCHASED ON THE HELSINKI STOCK EXCHANGE,
THE PURPOSE BEING TO DEVELOP AS NECESSARY THE COMPANY'S
CAPITAL STRUCTURE
PROPOSAL #4.: AUTHORIZE THE BOARD OF DIRECTORS FOR 1 ISSUER YES FOR N/A
YEAR FROM THE CLOSE OF THE AGM I.E. UNTIL 17 MAR 2006 TO
DECIDE: A) TO RAISE THE COMPANY'S SHARE CAPITAL THROUGH
A RIGHTS ISSUE IN 1 OR SEVERAL INSTALLMENTS,
DISAPPLYING THE PRE-EMPTIVE SUBSCRIPTION RIGHTS OF
SHAREHOLDERS AND IF REQUIRED IN EXCHANGE FOR
CONSIDERATION IN KIND OR ON OTHER SPECIFIC CONDITIONS OR
EXERCISING THE RIGHT OF SET-OFF, SUCH THAT SHARES ARE
OFFERED FOR SUBSCRIPTION AT THE BOARD'S DECISION AND AT
THE PRICES EXCEEDING THE BOOK COUNTER VALUE OF THE SHARE
AND ON OTHER TERMS AND CONDITIONS DECIDED BY THE BOARD;
B) TO ISSUE SHARE OPTIONS IN 1 OR SEVERAL INSTALLMENTS,
DISAPPLYING THE PRE-EMPTIVE SUBSCRIPTION RIGHTS OF
SHAREHOLDERS, SUCH THAT THE SHARE OPTIONS ARE OFFERED
FOR SUBSCRIPTION ON THE TERMS AND CONDITIONS DECIDED BY
THE BOARD; C) TO ISSUE CONVERTIBLE BONDS DENOMINATED IN
EURO OR ANOTHER CURRENCY DISPPLYING THE PRE-EMPTIVE
SUBSCRIPTION RIGHTS OF SHAREHOLDERS AND IF REQUIRED IN
EXCHANGE FOR CONSIDERATION IN KIND, SUCH THAT THE
CONVERTIBLE BONDS ARE OFFERED FOR SUBSCRIPTION ON THE
TERMS AND CONDITIONS DECIDED BY THE BOARD; AND BASED ON
THIS AUTHORIZATION THE SHARE CAPITAL MAY BE INCREASED BY
AT MOST EUR 15,784,424 AND THE SHARE CAPITAL INCREASE
AND THE VOTES CARRIED BY SUCH SHARES MAY NOT EXCEED
1/5TH OF THE COMPANY'S TOTAL ISSUED SHARE CAPITAL AND
AGGREGATE NUMBER OF VOTES
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ISSUER: TOKYO ELECTRIC POWER CO INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE ALLOCATION OF INCOME, INCLUDING ISSUER YES FOR N/A
THE FOLLOWING DIVIDENDS: INTERIM JY 30, FINAL JY 30,
SPECIAL JY 0
PROPOSAL #2.1: ELECT MR. YASUSHI AOYAMA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT MR. TSUNEHISA KATSUMATA AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.3: ELECT MR. SHIGERU KIMURA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT MR. MASATAKA SHIMIZU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT MR. SUSUMU SHIRAKAWA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT MR. SHIGEMI TAMURA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: ELECT MR. ICHIROU TAKEKURO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT MR. KATSUTOSHI CHIKUDATE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.9: ELECT MR. NORIO TSUZUMI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: ELECT MR. HISAO NAITOU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: ELECT MR. AKIO NAKAMURA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.12: ELECT MR. TAKUYA HATTORI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.13: ELECT MR. YUUICHI HAYASE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.14: ELECT MR. TAKASHI HAYASHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.15: ELECT MR. TAKASHI FUJIMOTO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.16: ELECT MR. TERUAKI MASUMOTO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.17: ELECT MR. KATSUMI MIZUTANI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.18: ELECT MR. TOMIJIROU MORITA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.19: ELECT MR. YOSHIHISA MORIMOTO AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.: APPROVE RETIREMENT BONUSES FOR DIRECTORS ISSUER YES AGAINST N/A
AND SPECIAL PAYMENTS TO CONTINUING DIRECTORS AND
STATUTORY AUDITORS IN CONNECTION WITH ABOLITION OF
RETIREMENT BONUS SYSTEM
PROPOSAL #4.: APPROVE ADJUSTMENT TO AGGREGATE ISSUER YES FOR N/A
COMPENSATION CEILINGS FOR DIRECTORS AND STATUTORY
AUDITORS
PROPOSAL #5.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: APPROVE ALTERNATE ALLOCATION OF INCOME
PROPOSAL #6.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES FOR N/A
PROPOSAL: AMEND ARTICLES TO REQUIRE PROMPT DISCLOSURE OF
INDIVIDUAL DIRECTOR REMUNERATION LEVELS
PROPOSAL #7.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMEND ARTICLES TO GIVE SHAREHOLDERS THE RIGHT
TO INVESTIGATE MANAGEMENT PROBLEMS AND DEMAND THE
CREATION OF AN INVESTIGATION COMMITTEE
PROPOSAL #8.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMEND ARTICLES TO REQUIRE SHUTDOWN OF ALL
NUCLEAR REACTORS DESIGNED IN 1978 OR EARLIER
PROPOSAL #9.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMEND ARTICLES TO REQUIRE LOCAL COMMUNITY
CONSENT FOR OPERATION OF NUCLEAR FACILITIES IN WHICH
DAMAGE HAS BEEN DISCOVERED
PROPOSAL #10.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMEND ARTICLES TO REQUIRE COMPANY TO NOT
PROVIDE SPENT NUCLEAR FUEL TO ROKKASHO REPROCESSING PLANT
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ISSUER: TOTAL SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #o.1: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS; APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004
PROPOSAL #o.2: APPROVE THE CONSOLIDATED FINANCIAL ISSUER NO N/A N/A
STATEMENTS FOR THE SAID FY
PROPOSAL #o.3: APPROVE THE PROFITS FOR THE FY : EUR ISSUER NO N/A N/A
3,443,251,656.00 PRIOR RETAINED EARNINGS: EUR
1,355,570,990.00 DISTRIBUTABLE PROFITS : EUR
4,798,822,646.00 APPROPRIATION TO: GLOBAL DIVIDEND: EUR
3,429,081,583.00 CARRY FORWARD ACCOUNT: EUR
1,369,741,063.00 A DIVIDEND OF EUR 5.40 WILL BE PAID;
AND TO PAY THE INTERIM DIVIDEND OF EUR 2.40 ON 24 NOV
2004 GIVING THE RIGHT TO A TAX CREDIT; THE REMAINING
DIVIDEND OF EUR 3.00 WILL BE PAID ON 24 MAY 2005
PROPOSAL #o.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON THE AGREEMENTS GOVERNED BY THE ARTICLE
L.225-38 OF THE FRENCH COMMERCIAL CODE; APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #o.5: AUTHORIZE THE BOARD OF DIRECTORS TO TRADE ISSUER NO N/A N/A
IN THE COMPANY'S SHARES ON THE STOCK MARKET AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR
250.00, MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE TOTAL NUMBER OF SHARES COMPRISING THE SHARE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; IT CANCELS
AND REPLACES FOR THE PERIOD UNUSED THEREOF, THE
DELEGATION SET FORTH IN RESOLUTION NO. 5 AT THE CGM OF
14 MAY 2004; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. PAUL DESMARAIS JR. AS A DIRECTOR FOR A PERIOD OF 3
YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. BERTRAND JACQUILLAT AS A DIRECTOR FOR A PERIOD OF 3
YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. MAURICE LIPPENS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.9: APPOINT LORD LEVENE OF PORTSOKEN KBE AS A ISSUER NO N/A N/A
DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #E.10: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE OR
ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF
EUR 4,000,000,000.00, BY WAY OF ISSUING WITH THE
SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION,
COMPANY'S ORDINARY SHARES AND SECURITIES GIVING ACCESS
TO SHARES IN THE COMPANY; APPROVE THAT THE NOMINAL VALUE
OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR
10,000,000,00.00; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; IT CANCELS AND REPLACES FOR THE PERIOD UNUSED
THEREOF ALL EARLIER AUTHORIZATIONS; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.11: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE OR
ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF
EUR 1,800,000,000.00 BY WAY OF ISSUING WITH WAIVER OF
THE SHAREHOLDERS PREFERENTIAL RIGHTS, COMPANY'S
ORDINARY SHARES OR SECURITIES GIVING ACCESS TO SHARES IN
THE COMPANY; APPROVE THAT THE NOMINAL VALUE OF DEBT
SECURITIES ISSUED SHALL NOT EXCEED EUR 10,000,000,00.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; IT CANCELS
AND REPLACES FOR THE PERIOD UNUSED THEREOF ALL EARLIER
AUTHORIZATIONS; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOUR OF THE COMPANY'S EMPLOYEES WHO ARE MEMBERS OF
A COMPANY SAVINGS PLAN; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS AND FOR AN AMOUNT WHICH SHALL NOT EXCEED
1.50% OF THE SHARE CAPITAL ; IT CANCELS AND REPLACES FOR
THE FRACTION UNUSED, THE DELEGATION GIVEN FOR A PERIOD
OF 5 YEARS BY THE EGM OF 14 MAY 2004; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
FREELY ALLOCATE IN ONE OR MORE TRANSACTIONS, COMPANY'S
EXISTING SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE
WITH L.225-197-2 OF THE FRENCH COMMERCIAL CODE AND
OFFICERS, IT BEING PROVIDED THAT THE TOTAL NUMBER OF
SHARES SHALL NOT EXCEED 1% OF THE REGISTERED CAPITAL;
AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL FORMALITIES
PROPOSAL #E.13A: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER NO N/A N/A
PROPOSAL: AUTHORIZE THE BOARD OF DIRECTORS TO FREELY
ALLOCATE IN ONE OR MORE TRANSACTIONS, COMPANY'S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE COMPANY
AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE WITH
ARTICLE L.225-197-2 OF THE FRENCH COMMERCIAL CODE OR TO
SOME CATEGORIES OF THEM AND OFFICERS, IT BEING PROVIDED
THAT THE TOTAL NUMBER OF SHARES SHALL NOT EXCEED 1% OF
THE REGISTERED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TOTAL SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/17/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #o.1: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS; APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004
PROPOSAL #o.2: APPROVE THE CONSOLIDATED FINANCIAL ISSUER NO N/A N/A
STATEMENTS FOR THE SAID FY
PROPOSAL #o.3: APPROVE THE PROFITS FOR THE FY : EUR ISSUER NO N/A N/A
3,443,251,656.00 PRIOR RETAINED EARNINGS: EUR
1,355,570,990.00 DISTRIBUTABLE PROFITS : EUR
4,798,822,646.00 APPROPRIATION TO: GLOBAL DIVIDEND: EUR
3,429,081,583.00 CARRY FORWARD ACCOUNT: EUR
1,369,741,063.00 A DIVIDEND OF EUR 5.40 WILL BE PAID;
AND TO PAY THE INTERIM DIVIDEND OF EUR 2.40 ON 24 NOV
2004 GIVING THE RIGHT TO A TAX CREDIT; THE REMAINING
DIVIDEND OF EUR 3.00 WILL BE PAID ON 24 MAY 2005
PROPOSAL #o.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON THE AGREEMENTS GOVERNED BY THE ARTICLE
L.225-38 OF THE FRENCH COMMERCIAL CODE; APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #o.5: AUTHORIZE THE BOARD OF DIRECTORS TO TRADE ISSUER NO N/A N/A
IN THE COMPANY'S SHARES ON THE STOCK MARKET AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR
250.00, MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE TOTAL NUMBER OF SHARES COMPRISING THE SHARE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; IT CANCELS
AND REPLACES FOR THE PERIOD UNUSED THEREOF, THE
DELEGATION SET FORTH IN RESOLUTION NO. 5 AT THE CGM OF
14 MAY 2004; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. PAUL DESMARAIS JR. AS A DIRECTOR FOR A PERIOD OF 3
YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. BERTRAND JACQUILLAT AS A DIRECTOR FOR A PERIOD OF 3
YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. MAURICE LIPPENS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.9: APPOINT LORD LEVENE OF PORTSOKEN KBE AS A ISSUER NO N/A N/A
DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #E.10: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE OR
ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF
EUR 4,000,000,000.00, BY WAY OF ISSUING WITH THE
SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION,
COMPANY'S ORDINARY SHARES AND SECURITIES GIVING ACCESS
TO SHARES IN THE COMPANY; APPROVE THAT THE NOMINAL VALUE
OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR
10,000,000,00.00; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; IT CANCELS AND REPLACES FOR THE PERIOD UNUSED
THEREOF ALL EARLIER AUTHORIZATIONS; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.11: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE OR
ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF
EUR 1,800,000,000.00 BY WAY OF ISSUING WITH WAIVER OF
THE SHAREHOLDERS PREFERENTIAL RIGHTS, COMPANY'S
ORDINARY SHARES OR SECURITIES GIVING ACCESS TO SHARES IN
THE COMPANY; APPROVE THAT THE NOMINAL VALUE OF DEBT
SECURITIES ISSUED SHALL NOT EXCEED EUR 10,000,000,00.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; IT CANCELS
AND REPLACES FOR THE PERIOD UNUSED THEREOF ALL EARLIER
AUTHORIZATIONS; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOUR OF THE COMPANY'S EMPLOYEES WHO ARE MEMBERS OF
A COMPANY SAVINGS PLAN; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS AND FOR AN AMOUNT WHICH SHALL NOT EXCEED
1.50% OF THE SHARE CAPITAL ; IT CANCELS AND REPLACES FOR
THE FRACTION UNUSED, THE DELEGATION GIVEN FOR A PERIOD
OF 5 YEARS BY THE EGM OF 14 MAY 2004; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
FREELY ALLOCATE IN ONE OR MORE TRANSACTIONS, COMPANY'S
EXISTING SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE
WITH L.225-197-2 OF THE FRENCH COMMERCIAL CODE AND
OFFICERS, IT BEING PROVIDED THAT THE TOTAL NUMBER OF
SHARES SHALL NOT EXCEED 1% OF THE REGISTERED CAPITAL;
AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL FORMALITIES
PROPOSAL #E.13A: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER NO N/A N/A
PROPOSAL: AUTHORIZE THE BOARD OF DIRECTORS TO FREELY
ALLOCATE IN ONE OR MORE TRANSACTIONS, COMPANY'S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE COMPANY
AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE WITH
ARTICLE L.225-197-2 OF THE FRENCH COMMERCIAL CODE OR TO
SOME CATEGORIES OF THEM AND OFFICERS, IT BEING PROVIDED
THAT THE TOTAL NUMBER OF SHARES SHALL NOT EXCEED 1% OF
THE REGISTERED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TOYOTA MOTOR CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE RETAINED EARNINGS ISSUER YES FOR N/A
PROPOSAL #2.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.12: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.13: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.14: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.15: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.16: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.17: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.18: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.19: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.20: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.21: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.22: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.23: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.24: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.25: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.26: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.: ELECT 1 CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #4.: APPROVE THE FREE DISTRIBUTION OF SHINKABU ISSUER YES FOR N/A
YOYAKU-KEN RIGHT TO ACQUIRE NEW ISSUE TO THE
DIRECTORS, EXECUTIVE DIRECTORS AND THE EMPLOYEES OF THE
COMPANY AND AFFILIATED COMPANIES
PROPOSAL #5.: APPROVE THE REPURCHASE OF OWN STOCKS ISSUER YES FOR N/A
PROPOSAL #6.: GRANT RETIREMENT ALLOWANCES TO THE ISSUER YES FOR N/A
RETIRING DIRECTORS
PROPOSAL #7.: PLEASE NOTE THAT THIS RESOLUTION IS ISSUER YES FOR N/A
SHAREHOLDERS PROPORAL-AMEND THE ARTICLES OF INCORPORATION
PROPOSAL #8.: PLEASE NOTE THAT THIS RESOLUTION IS ISSUER YES AGAINST N/A
SHAREHOLDERS PROPORAL-AMEND THE ARTICLES OF INCORPORATION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TRINITY MIRROR PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2005 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 53
WEEKS ENDED 02 JAN 2005
PROPOSAL #2.: RECEIVE AND ADOPT THE REMUNERATION REPORT ISSUER YES FOR N/A
INCLUDING THE REMUNERATION COMMITTEE'S REMUNERATION
POLICY FOR EXECUTIVE DIRECTORS AS SET OUT IN THE ANNUAL
REPORT AND THE ACCOUNTS FOR THE 53 WEEKS ENDED 05 JAN
2005
PROPOSAL #3.: DECLARE A FINAL DIVIDEND IN RESPECT OF THE ISSUER YES FOR N/A
53 WEEKS ENDED 02 JAN 2005
PROPOSAL #4.: RE-APPOINT MR. PAUL VICKERS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-APPOINT MR. GARY HOFFMAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-APPOINT DELOITTE & TOUCHE AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS
REMUNERATION
PROPOSAL #7.: AUTHORIZE THE DIRECTORS OF THE COMPANY, IN ISSUER YES FOR N/A
SUBSTITUTION FOR ANY EXISTING AUTHORITY AND FOR THE
PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985(THE
ACT), TO ALLOT RELEVANT SECURITIES SECTION 80(2) UP TO
A MAXIMUM AGGREGATE NOMINAL AMOUNT OF GBP 9,889,769 TO
SUCH PERSONS AT SUCH TIMES AND UPON SUCH CONDITIONS AS
THE DIRECTORS MAY DETERMINE SUBJECT TO THE ARTICLES OF
ASSOCIATION OF THE COMPANY ; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 05 AUG 2006
; 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.8: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
PURSUANT TO SECTION 95(1) OF THE COMPANIES ACT 1985(THE
ACT), TO ALLOT EQUITY SECURITIES FOR CASH SECTION 94(2)
OF THE ACT PURSUANT TO THE AUTHORITY UNDER SECTION 80
OF THE ACT CONFERRED BY RESOLUTION 7, 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 ORDINARY SHARES IN THE COMPANY;
AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
1,483,613; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 05 AUG 2006
; AND 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.9: AUTHORIZE THE COMPANY, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ANY EXISTING AUTHORITY, TO MAKE MARKET PURCHASES
SECTION 163(3) OF THE COMPANIES ACT 1985 OF 29,672,275
ORDINARY SHARES OF 10P EACH IN THE CAPITAL OF THE
COMPANY, THE MINIMUM PRICE IS 10P AND THE MAXIMUM PRICE
WHICH MAY BE PAID FOR EACH SHARE IS 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 OR 05 AUG 2006 ; 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: AMEND THE ARTICLES 49.1, 50.1, 80.1(B) ISSUER YES FOR N/A
AND 129.1(D) OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UFJ HOLDINGS INC, TOKYO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: APPROVAL OF THE PLAN FOR DISPOSITION OF ISSUER YES FOR N/A
LOSS FOR THE FOURTH FISCAL YEAR
PROPOSAL #A.2: PARTIAL AMENDMENT TO THE ARTICLES OF ISSUER YES FOR N/A
INCORPORATION
PROPOSAL #A.3: APPROVAL OF THE MERGER AGREEMENT BETWEEN ISSUER YES FOR N/A
THE COMPANY AND MITSUBISHI TOKYO FINANCIAL GROUP, INC.
PROPOSAL #A.4.1: ELECTION OF MR. IWAO OKIJIMA AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.4.2: ELECTION OF MR. HIROSHI HAMADA AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.4.3: ELECTION OF MR. SHOSAKU YASUI AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.4.4: ELECTION OF MR. RYOSUKE TAMAKOSHI AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.4.5: ELECTION OF MR. TOSHIHIDE MIZUNO AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.4.6: ELECTION OF MR. TAKAMUNE OKIHARA AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.4.7: ELECTION OF MR. SHINTARO YASUDA AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.5.1: ELECTION OF MR. HIDEO FUJINO AS A ISSUER YES FOR N/A
CORPORATE AUDITOR
PROPOSAL #A.5.2: ELECTION OF MR. HARUO MATSUKI AS A ISSUER YES FOR N/A
CORPORATE AUDITOR
PROPOSAL #A.5.3: ELECTION OF MR. KUNIE OKAMOTO AS A ISSUER YES AGAINST N/A
CORPORATE AUDITOR
PROPOSAL #A.5.4: ELECTION OF MR. YOSHIHARU HAYAKAWA AS A ISSUER YES FOR N/A
CORPORATE AUDITOR
PROPOSAL #C.1: MATTERS CONCERNING THE APPROVAL OF THE ISSUER YES FOR N/A
MERGER AGREEMENT BETWEEN THE COMPANY AND MITSUBISHI
TOKYO FINANCIAL GROUP, INC
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UNILEVER PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2005 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 2004, 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 2004 INCLUDED WITHIN THE ANNUAL
REPORT AND THE ACCOUNTS FOR 2004
PROPOSAL #3.: DECLARE A DIVIDEND ON THE ORDINARY SHARES ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT MR. P.J. CESCAU AS A EXECUTIVE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: RE-ELECT MR. C.J. VAN DER GRAAF AS A ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #6.: RE-ELECT MR. R.H.P. MARKHAM AS A EXECUTIVE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #7.: ELECT MR. R.D. KUGLER AS A EXECUTIVE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #8.: RE-ELECT MR. A. BURGMANS AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #9.: RE-ELECT THE RT. HONORABLE THE LORD ISSUER YES FOR N/A
BRITTAN OF SPENNITHORNE QC DL AS A NON-EXECUTIVE DIRECTOR
PROPOSAL #10.: RE-ELECT THE RT. HONORABLE THE BARONESS ISSUER YES FOR N/A
CHALKER OF WALLASEY AS A NON-EXECUTIVE DIRECTOR
PROPOSAL #11.: RE-ELECT MR. B. COLLOMB AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #12.: RE-ELECT PROFESSOR W. DIK AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #13.: RE-ELECT MR. O. FANJUL AS A NON-EXECUTIVE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #14.: RE-ELECT MR. H. KOPPER AS A NON-EXECUTIVE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #15.: RE-ELECT THE LORD SIMON OF HIGHBURY CBE ISSUER YES FOR N/A
AS A NON-EXECUTIVE DIRECTOR
PROPOSAL #16.: RE-ELECT MR. J. VAN DER VEER AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #17.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY, TO HOLD THE OFFICE UNTIL
THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID
BEFORE THE MEMBERS
PROPOSAL #18.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #19.: AUTHORIZE THE DIRECTORS TO EXERCISE ALL ISSUER YES FOR N/A
POWER OF THE COMPANY TO ALLOT RELEVANT SECURITIES
SECTION 80 OF THE COMPANIES ACT 1985 UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 13,450,000; AUTHORITY
EXPIRES 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.20: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 19 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94 OF THE ACT FOR CASH PURSUANT TO THE
AUTHORITY CONFERRED BY RESOLUTION 19 OR WHERE SUCH
ALLOTMENT CONSTITUTES AN ALLOTMENT OF THE EQUITY
SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE ACT,
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 2,000,000;
AUTHORITY EXPIRES ON THE PRECEDING THE 5TH ANNIVERSARY
OF THE PASSING OF THIS RESOLUTION ; 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.21: AUTHORIZE THE COMPANY, PURSUANT TO ISSUER YES FOR N/A
ARTICLE 64 OF THE ARTICLES OF THE ASSOCIATION, TO MAKE
MARKET PURCHASES SECTION 163(3) OF THE COMPANIES ACT
1985 OF UP TO 290 MILLION SHARES OF 1.4P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 1.4P AND
UP TO 5% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR
SUCH SHARES DERIVED FROM THE DAILY OFFICIAL LIST OF THE
LONDON STOCK EXCHANGE, OVER THE PREVIOUS 5 BUSINESS
DAYS; 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.22: AMEND THE ARTICLES OF ASSOCIATION: BY ISSUER YES FOR N/A
DELETING SOME WORDS IN ARTICLE 107 AND REPLACING THEM
WITH NEW WORDS; BY DELETING SOME WORDS IN ARTICLE 108
AND REPLACING THEM WITH NEW WORDS; BY DELETING SOME
WORDS IN ARTICLE 130 AND REPLACING THEM WITH NEW WORDS
PROPOSAL #S.23: APPROVE THAT THE ARTICLE 159 BE DELETED ISSUER YES FOR N/A
AND BE SUBSTITUTED WITH NEW ONE
PROPOSAL #24.: APPROVE THE UNILEVER GLOBAL PERFORMANCE ISSUER YES FOR N/A
SHARE PLAN 2005; AUTHORIZE DIRECTORS TO DO ALL ACTS AND
THINGS NECESSARY AND EXPEDIENT TO ADOPT AND OPERATE THE
PLAN, INCLUDING MAKING SUCH MODIFICATION AS THE
DIRECTORS CONSIDER APPROPRIATE TO TAKE ACCOUNT OF
REGULATORY REQUIREMENTS AND BEST PRACTICE AND AUTHORIZE
THE DIRECTORS TO ESTABLISH SUCH FURTHER PLANS SIMILAR TO
AND BASED ON THE PLAN FOR EMPLOYEES IN PARTICULAR
COUNTRIES, SUBJECT TO SUCH MODIFICATIONS AS MAY BE
NECESSARY OR DESIRABLE TO TAKE ACCOUNT OF OVERSEAS
SECURITIES LAWS, EXCHANGE CONTROL AND TAX LEGISLATION
PROPOSAL #25.: APPROVE THE RULES OF THE UNILEVER PLC ISSUER YES FOR N/A
2005 SHARE SAVE PLAN AND AUTHORIZE THE DIRECTORS TO MAKE
SUCH MODIFICATIONS TO THE SHARESAVE PLAN AS THEY
CONSIDER NECESSARY TO OBTAIN THE APPROVAL OF THE BOARD
OF THE INLAND REVENUE OR TO TAKE ACCOUNT OF REGULATORY
REQUIREMENTS AND BEST PRACTICE AND TO ADOPT THE
SHARESAVE PLAN AS SO MODIFIED AND DO ALL ACTS AND THINGS
NECESSARY TO OPERATE THE SHARESAVE PLAN AND TO
ESTABLISH SUCH FURTHER PLANS FOR THE BENEFIT OF THE
EMPLOYEE OUT SIDE OF THE UK BASED ON THE SHARE SAVE PLAN
SUBJECT TO SUCH MODIFICATION AS MAY BE NECESSARY OR
DESIRABLE TO TAKE LEGISLATION PROVIDED THAT ANY ORDINARY
SHARES OF THE COMPANY MADE AVAILABLE UNDER SUCH FURTHER
PLAN ARE TREATED AS COUNTING AGAINST ANY LIMITS ON
INDIVIDUAL PARTICIPATION, WHERE APPROPRIATE OR OVERALL
PARTICIPATION IN THE SHARE SAVE PLAN
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UPM-KYMMENE CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ADOPT THE ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #1.2: APPROVE THE ACTION ON PROFIT OR LOSS ISSUER YES FOR N/A
BOARD'S PROPOSAL TO PAY A DIVIDEND OF EUR 0.75 PER SHARE
PROPOSAL #1.3: GRANT DISCHARGE FROM LIABILITY ISSUER YES FOR N/A
PROPOSAL #1.4: APPROVE THE REMUNERATION OF BOARD MEMBERS ISSUER YES FOR N/A
PROPOSAL #1.5: APPROVE THE REMUNERATION OF AUDITOR(S) ISSUER YES FOR N/A
PROPOSAL #1.6: APPROVE THE COMPOSITION OF THE BOARD ISSUER YES FOR N/A
PROPOSAL #1.7: APPOINT THE AUDITOR(S) ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE TO REDUCE THE SHARE CAPITAL, TO ISSUER YES FOR N/A
INVALIDATE OWN SHARES HELD BY THE COMPANY, BY NO MORE
THAN EUR 44,504,130, BY INVALIDATING, WITHOUT PAYMENT,
NO MORE THAN 26,178,900 OWN SHARES POSSIBLY TO BE
ACQUIRED BY THE COMPANY PRIOR TO THE GENERAL MEETING OF
SHAREHOLDERS
PROPOSAL #3.: AUTHORIZE THE BOARD TO BUY BACK OF THE ISSUER YES FOR N/A
COMPANY'S OWN SHARES NO FEWER THAN 100 AND NO MORE THAN
25,000,000 REPRESENTS LESS THAN 5% OF THE TOTAL NUMBER
OF THE COMPANY'S SHARES AND LESS THAN 5% OF THE NUMBER
OF VOTES CARRIED BY THE SHARES THROUGH PUBLIC TRADING
ON THE HELSINKI STOCK EXCHANGE, AT THE PRICE QUOTED IN
PUBLIC TRADING AT THE TIME OF PURCHASE
PROPOSAL #4.: AUTHORIZE THE BOARD TO DECIDE ON THE ISSUER YES FOR N/A
DISPOSAL OF THE OWN SHARES BOUGHT BACK IN ACCORDANCE
WITH THE ABOVE DECISION ON THE FOLLOWING CONDITIONS: THE
AUTHORIZATION CONCERNS A MAXIMUM OF 25,000,000 OWN
SHARES BOUGHT BACK BY THE COMPANY; AND TO DECIDE TO WHOM
AND IN WHAT ORDER IT WILL DISPOSE OF THE SAID SHARES;
AUTHORITY EXPIRES AFTER 1 YEAR FROM THE DATE OF AGM
PROPOSAL #5.: AUTHORIZE THE BOARD TO DECIDE ON ISSUER YES FOR N/A
INCREASING THE SHARE CAPITAL BY A MAXIMUM OF 178,015,500
REPRESENTING 104,715,000 NEW SHARES WITH A BOOK VALUE
OF EUR 1.70 PER SHARE THROUGH 1 OR SEVERAL ISSUANCES OF
NEW SHARES AND/OR 1 OR SEVERAL CONVERTIBLE BOND ISSUES;
AUTHORITY EXPIRES AFTER 1 YEAR
PROPOSAL #6.: APPROVE TO ISSUE STOCK OPTIONS TO THE KEY ISSUER YES FOR N/A
PERSONNEL OF THE UPM-KYMMENE GROUP AS WELL AS TO A
WHOLLY OWNED SUBSIDIARY OF UPM-KYMMENE CORPORATION; THE
NUMBER OF STOCK OPTIONS ISSUED WILL BE 9,000,000
PROPOSAL #7.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: APPROVE THE PRESENTATION OF
AGREEMENTS MADE BETWEEN UPM-KYMMENE CORPORATION AND ASIA
PACIFIC RESOURCES INTERNATIONAL HOLDINGS LTD (APRIL),
THE CHEMICAL PULP PROCUREMENT POLICY OF UPM-KYMMENE
CORPORATION, THE SET-OFF OF RECEIVABLES FROM APRIL UPON
CERTAIN CONDITIONS, AND A DEMAND FOR STRICTER CONTROL OF
ILLEGAL LOGGINGS TO BE MADE TO THE STATE OF INDONESIA
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: VODAFONE GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/27/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: FINANCIAL STATEMENTS - RECEIVE THE ISSUER YES FOR N/A
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR WHICH ENDED
ON 31 MAR 2004 TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND THE AUDITORS
PROPOSAL #2.: REMUNERATION REPORT - IN ACCORDANCE WITH ISSUER YES FOR N/A
THE DIRECTORS REMUNERATION REPORT REGULATIONS 2002, THE
BOARD SUBMITS THE REMUNERATION REPORT TO A VOTE OF
SHAREHOLDERS. IN ACCORDANCE WITH THE REGULATIONS, THE
APPROVAL OF THE REMUNERATION REPORT IS PROPOSED AS AN
ORDINARY RESOLUTION. IN 2003, THE RESOLUTION TO APPROVE
THE REMUNERATION REPORT WAS PASSED BY A SIGNIFICANT
MAJORITY. THE CURRENT REMUNERATION POLICY WAS PRODUCED
FOLLOWING EXTENSIVE CONSULTATION WITH SHAREHOLDERS AND
INSTITUTIONAL BODIES IN 2001 AND 2002. IN THE TWO YEARS
SINCE THE POLICY WAS INTRODUCED, THE CHAIRMAN AND THE
CHAIRMAN OF THE REMUNERATION COMMITTEE HAVE MAINTAINED
PROACTIVE ANNUAL DIALOGUE ON REMUNERATION MATTERS WITH
THE COMPANY'S MAJOR SHAREHOLDERS AND RELEVANT
INSTITUTIONS. THE OBJECTIVE OF THIS DIALOGUE IS TO
PROVIDE INFORMATION ABOUT THE COMPANY AND OUR VIEWS ON
REMUNERATION ISSUES AND TO LISTEN TO SHAREHOLDERS VIEWS
ON ANY PROPOSED ADJUSTMENTS TO POLICY IMPLEMENTATION;
THE REMUNERATION COMMITTEE STRIVES TO ENSURE THAT THE
POLICY PROVIDES A STRONG AND DEMONSTRABLE LINK BETWEEN
INCENTIVES AND THE COMPANY'S STRATEGY AND SETS A
FRAMEWORK FOR REMUNERATION THAT IS CONSISTENT WITH THE
COMPANY'S SCALE AND SCOPE. AS A RESULT OF THIS YEAR'S
REVIEW, THE REMUNERATION COMMITTEE HAS CONCLUDED THAT
THE EXISTING POLICY CONTINUES TO SERVE THE COMPANY AND
SHAREHOLDERS WELL AND WILL REMAIN IN PLACE FOR THE YEAR
ENDING 31 MAR 2005. THE COMMITTEE HAS ALSO REVIEWED THE
EFFECTIVENESS OF THE CURRENT POLICY AND IS SATISFIED
THAT THE INCENTIVE PLANS HAVE DELIVERED, OR ARE FORECAST
TO DELIVER, REWARDS THAT ARE CONSISTENT WITH THE
COMPANY'S PERFORMANCE ACHIEVEMENT
PROPOSAL #3.: RE-ELECTION OF DIRECTOR - IN ACCORDANCE ISSUER YES FOR N/A
WITH THE COMPANY'S ARTICLES OF ASSOCIATION, PETER
BAMFORD, AN EXECUTIVE DIRECTOR, IS REQUIRED TO RETIRE,
WHICH HE DOES, AND, PURSUANT TO RESOLUTION 3, OFFERS
HIMSELF FOR RE-ELECTION
PROPOSAL #4.: RE-ELECTION OF DIRECTOR - IN ACCORDANCE ISSUER YES FOR N/A
WITH THE COMPANY'S ARTICLES OF ASSOCIATION, JULIAN HORN-
SMITH, AN EXECUTIVE DIRECTOR, IS REQUIRED TO RETIRE,
WHICH HE DOES, AND, PURSUANT TO RESOLUTION 4, OFFERS
HIMSELF FOR RE-ELECTION
PROPOSAL #5.: RE-ELECTION OF DIRECTOR - IN ACCORDANCE ISSUER YES FOR N/A
WITH THE COMPANY'S ARTICLES OF ASSOCIATION, SIR DAVID
SCHOLEY, A NON-EXECUTIVE DIRECTOR, IS REQUIRED TO
RETIRE, WHICH HE DOES, AND, PURSUANT TO RESOLUTION 5,
OFFERS HIMSELF FOR RE-ELECTION
PROPOSAL #6.: ELECTION OF DIRECTOR - IN ACCORDANCE WITH ISSUER YES FOR N/A
THE COMPANY'S ARTICLES OF ASSOCIATION ONE OF THE
COMPANY'S NON-EXECUTIVE DIRECTORS, LUC VANDEVELDE,
HAVING BEEN APPOINTED AS A DIRECTOR DURING THE YEAR, IS
REQUIRED TO RETIRE, WHICH HE DOES, AND, PURSUANT TO
RESOLUTION 6, OFFERS HIMSELF FOR ELECTION
PROPOSAL #7.: 7. FINAL DIVIDEND - THIS RESOLUTION SEEKS ISSUER YES FOR N/A
SHAREHOLDER APPROVAL TO THE FINAL ORDINARY DIVIDEND
RECOMMENDED BY THE DIRECTORS. THE DIRECTORS ARE
PROPOSING A FINAL DIVIDEND OF 1.0780 PENCE PER ORDINARY
SHARE. AN INTERIM DIVIDEND OF 0.9535 PENCE PER ORDINARY
SHARE WAS PAID ON 6 FEB 2004, MAKING A TOTAL DIVIDEND
FOR THE YEAR OF 2.0315 PENCE PER ORDINARY SHARE. IF
APPROVED, THE DIVIDEND WILL BE PAID ON 6 AUG 2004 TO
SHAREHOLDERS ON THE ORDINARY REGISTER AS OF 4 JUN 2004
PROPOSAL #8.: AUDITORS - THE COMPANY IS REQUIRED TO ISSUER YES FOR N/A
APPOINT AUDITORS AT EACH GENERAL MEETING AT WHICH
ACCOUNTS ARE PRESENTED, TO HOLD OFFICE UNTIL THE END OF
THE NEXT SUCH MEETING. RESOLUTION 8, WHICH IS
RECOMMENDED BY THE AUDIT COMMITTEE, PROPOSES THE RE-
APPOINTMENT OF THE COMPANY'S EXISTING AUDITORS, DELOITTE
& TOUCHE LLP
PROPOSAL #9.: AUDITORS - THE COMPANY IS REQUIRED TO ISSUER YES FOR N/A
APPOINT AUDITORS AT EACH GENERAL MEETING AT WHICH
ACCOUNTS ARE PRESENTED, TO HOLD OFFICE UNTIL THE END OF
THE NEXT SUCH MEETING. RESOLUTION 9 FOLLOWS BEST
PRACTICE IN CORPORATE GOVERNANCE BY SEPARATELY SEEKING
AUTHORITY FOR THE AUDIT COMMITTEE TO DETERMINE THEIR
REMUNERATION
PROPOSAL #10.: POLITICAL DONATIONS - THIS RESOLUTION ISSUER YES ABSTAIN N/A
SEEKS AUTHORITY FROM SHAREHOLDERS TO ENABLE THE COMPANY
TO MAKE DONATIONS OR INCUR EXPENDITURE WHICH IT WOULD
OTHERWISE BE PROHIBITED FROM MAKING OR INCURRING
FOLLOWING THE COMING INTO EFFECT OF THE POLITICAL
PARTIES, ELECTIONS AND REFERENDUMS ACT 2000 (THE ACT ).
AMONGST OTHER THINGS, THE ACT PROHIBITS THE COMPANY
FROM MAKING DONATIONS TO EU POLITICAL ORGANIZATIONS IN
THE PERIOD OF 12 MONTHS FOLLOWING THE COMPANY'S ANNUAL
GENERAL MEETING (AND EACH SUCCEEDING 12 MONTH PERIOD) IN
EXCESS OF AN AGGREGATE OF GBP 5,000 UNLESS THE COMPANY
HAS BEEN AUTHORIZED TO MAKE SUCH DONATIONS BY ITS
SHAREHOLDERS. THE COMPANY HAS NO INTENTION OF CHANGING
ITS CURRENT PRACTICE OF NOT MAKING POLITICAL DONATIONS
AND WILL NOT DO SO WITHOUT THE SPECIFIC ENDORSEMENT OF
SHAREHOLDERS. HOWEVER, THE ACT DEFINES EU POLITICAL
ORGANIZATIONS WIDELY TO INCLUDE, AMONGST OTHER THINGS,
ORGANIZATIONS WHICH CARRY ON ACTIVITIES WHICH ARE
CAPABLE OF BEING REASONABLY REGARDED AS INTENDED TO
AFFECT PUBLIC SUPPORT FOR A POLITICAL PARTY IN ANY EU
MEMBER STATE OR TO INFLUENCE VOTERS IN RELATION TO ANY
REFERENDUM IN ANY EU MEMBER STATE. AS A RESULT, IT IS
POSSIBLE THAT EU POLITICAL ORGANIZATIONS MAY INCLUDE,
FOR EXAMPLE, BODIES CONCERNED WITH POLICY REVIEW AND LAW
REFORM, WITH THE REPRESENTATION OF THE BUSINESS
COMMUNITY OR SECTIONS OF IT OR WITH THE REPRESENTATION
OF OTHER COMMUNITIES OR SPECIAL INTEREST GROUPS WHICH IT
MAY BE IN THE GROUP'S INTEREST TO SUPPORT. THE ACT
REQUIRES THAT THIS AUTHORIZING RESOLUTION SHOULD NOT
PURPORT TO AUTHORIZE PARTICULAR DONATIONS OR
EXPENDITURE. HOWEVER, THE ACT ALSO REQUIRES DISCLOSURE
IN THE ANNUAL REPORT OF THE COMPANY OF PARTICULARS IN
RESPECT OF ANY DONATION MADE TO AN EU POLITICAL
ORGANIZATION OR ANY EU POLITICAL EXPENDITURE INCURRED
WHICH IS IN EXCESS OF GBP 200 AND IF ANY SUCH DONATION
IS MADE OR EXPENDITURE INCURRED THIS WILL BE DISCLOSED
IN THE COMPANY'S ANNUAL REPORT FOR NEXT YEAR AND, AS
APPROPRIATE, SUCCEEDING YEARS. THE COMPANY CONSIDERS
THAT THE AUTHORITY SOUGHT UNDER RESOLUTION 10 TO ALLOW
IT OR ITS SUBSIDIARIES TO INCUR THIS TYPE OF EXPENDITURE
UP TO AN AGGREGATE LIMIT OF GBP 100,000 IS NECESSARY,
PRINCIPALLY TO ENSURE THAT, BECAUSE OF THE UNCERTAINTY
OVER WHICH BODIES ARE COVERED BY THE DEFINITION OF EU
POLITICAL ORGANIZATION, THE COMPANY DOES NOT
UNINTENTIONALLY BREACH THE ACT. NO DONATIONS OR
EXPENDITURE OF THE TYPE REQUIRING DISCLOSURE UNDER THE
ACT WERE MADE IN THE YEAR ENDED 31 MAR 2004 NOR ARE ANY
CONTEMPLATED BUT, ON A PRECAUTIONARY BASIS, THE
DIRECTORS BELIEVE IT IS APPROPRIATE TO REQUEST THE
AUTHORITY SOUGHT
PROPOSAL #11.: AUTHORITY TO ALLOT SHARES - UNDER SECTION ISSUER YES FOR N/A
80 OF THE COMPANIES ACT 1985, DIRECTORS ARE, WITH
CERTAIN EXCEPTIONS, UNABLE TO ALLOT RELEVANT SECURITIES
WITHOUT THE AUTHORITY OF THE SHAREHOLDERS IN A GENERAL
MEETING. RELEVANT SECURITIES AS DEFINED IN THE COMPANIES
ACT 1985 INCLUDE THE COMPANY'S ORDINARY SHARES OR
SECURITIES CONVERTIBLE INTO THE COMPANY'S ORDINARY
SHARES. THIS RESOLUTION AUTHORIZES THE DIRECTORS TO
ALLOT UP TO 9,000,000,000 ORDINARY SHARES FOR THE PERIOD
ENDING ON THE EARLIER OF 27 OCT 2005 OR THE COMPANY'S
ANNUAL GENERAL MEETING IN 2005. THE AUTHORITY REPRESENTS
APPROXIMATELY 13.2% OF THE SHARE CAPITAL IN ISSUE AT 24
MAY 2004. THIS PERCENTAGE EXCLUDES 800,000,000 ORDINARY
SHARES HELD IN TREASURY AT THAT DATE, WHICH REPRESENTED
1.2% OF THE SHARE CAPITAL IN ISSUE AT 24 MAY 2004. THIS
AUTHORITY COMPLIES WITH GUIDELINES ISSUED BY INVESTOR
BODIES. THE DIRECTORS HAVE NO IMMEDIATE PLANS TO MAKE
USE OF THIS AUTHORITY, OTHER THAN TO FULFILL THE
COMPANY'S OBLIGATIONS UNDER ITS EXECUTIVE AND EMPLOYEE
SHARE PLANS
PROPOSAL #S.12: DISAPPLICATION OF PRE-EMPTION RIGHTS - ISSUER YES FOR N/A
SECTION 89 OF THE COMPANIES ACT 1985 IMPOSES
RESTRICTIONS ON THE ISSUE OF EQUITY SECURITIES (AS
DEFINED IN THE COMPANIES ACT 1985, WHICH INCLUDE THE
COMPANY'S ORDINARY SHARES) WHICH ARE, OR ARE TO BE, PAID
UP WHOLLY IN CASH AND NOT FIRST OFFERED TO EXISTING
SHAREHOLDERS. THE COMPANY'S ARTICLES OF ASSOCIATION
ALLOW SHAREHOLDERS TO AUTHORIZE DIRECTORS FOR A PERIOD
UP TO FIVE YEARS TO ALLOT (A) RELEVANT SECURITIES
GENERALLY UP TO AN AMOUNT FIXED BY THE SHAREHOLDERS AND
(B) EQUITY SECURITIES FOR CASH OTHER THAN IN CONNECTION
WITH A RIGHTS ISSUE UP TO AN AMOUNT SPECIFIED BY THE
SHAREHOLDERS AND FREE OF THE RESTRICTION IN SECTION 89.
IN ACCORDANCE WITH INSTITUTIONAL INVESTOR GUIDELINES THE
AMOUNT OF EQUITY SECURITIES TO BE ISSUED FOR CASH OTHER
THAN IN CONNECTION WITH A RIGHTS ISSUE IS RESTRICTED TO
5% OF THE EXISTING ISSUED ORDINARY SHARE CAPITAL.
RESOLUTION 12 IS CONDITIONAL ON RESOLUTION 11 HAVING
BEEN PASSED AND WILL BE PROPOSED AS A SPECIAL
RESOLUTION. IT AUTHORIZES THE DIRECTORS TO ALLOT UP TO
3,300,000,000 ORDINARY SHARES FOR CASH WITHOUT FIRST
BEING REQUIRED TO OFFER THEM TO EXISTING SHAREHOLDERS
FOR THE PERIOD ENDING ON THE EARLIER OF 27 OCT 2005 OR
THE COMPANY'S ANNUAL GENERAL MEETING IN 2005. THE
AUTHORITY REPRESENTS APPROXIMATELY 4.83% OF THE SHARE
CAPITAL IN ISSUE AT 24 MAY 2004 AND COMPLIES WITH
GUIDELINES ISSUED BY INVESTOR BODIES. THE DIRECTORS HAVE
NO IMMEDIATE PLANS TO MAKE USE OF THIS AUTHORITY, OTHER
THAN TO FULFILL THE COMPANY'S OBLIGATIONS UNDER ITS
EXECUTIVE AND EMPLOYEE SHARE PLANS
PROPOSAL #S.13: APPROVAL OF MARKET PURCHASES OF ORDINARY ISSUER YES FOR N/A
SHARES - IN CERTAIN CIRCUMSTANCES IT MAY BE
ADVANTAGEOUS FOR THE COMPANY TO PURCHASE ITS OWN SHARES.
RESOLUTION 13, WHICH WILL BE PROPOSED AS A SPECIAL
RESOLUTION, APPROVES THE PURCHASE BY THE COMPANY OF UP
TO 6,600,000,000 ORDINARY SHARES AT A PRICE NOT
EXCEEDING 105% OF THE AVERAGE MIDDLE MARKET CLOSING
PRICE OF SUCH SHARES ON THE FIVE DEALING DAYS PRIOR TO
THE DATE OF PURCHASE. SIMILAR RESOLUTIONS HAVE BEEN
APPROVED BY SHAREHOLDERS AT PREVIOUS ANNUAL GENERAL
MEETINGS OF THE COMPANY. THE DIRECTORS WILL USE THIS
AUTHORITY ONLY AFTER CAREFUL CONSIDERATION, TAKING INTO
ACCOUNT MARKET CONDITIONS PREVAILING AT THE TIME, OTHER
INVESTMENT OPPORTUNITIES, APPROPRIATE GEARING LEVELS AND
THE OVERALL POSITION OF THE COMPANY. THE DIRECTORS WILL
ONLY PURCHASE SUCH SHARES AFTER TAKING INTO ACCOUNT THE
EFFECTS ON EARNINGS PER SHARE AND THE BENEFIT FOR
SHAREHOLDERS. RESOLUTION 13 SPECIFIES THE MAXIMUM NUMBER
OF SHARES WHICH MAY BE ACQUIRED AND THE MAXIMUM AND
MINIMUM PRICES AT WHICH THEY MAY BE BOUGHT. THE
DIRECTORS INTEND TO SEEK THE RENEWAL OF THESE POWERS AT
SUBSEQUENT ANNUAL GENERAL MEETINGS. THE TOTAL NUMBER OF
OPTIONS TO SUBSCRIBE FOR SHARES OUTSTANDING AT 24 MAY
2004 WAS 1,349,727,388. THIS REPRESENTS 1.98% OF THE
ISSUED CAPITAL AT THAT DATE. IF THE COMPANY WAS TO BUY
BACK THE MAXIMUM NUMBER OF SHARES PERMITTED PURSUANT TO
THIS RESOLUTION, THEN THE TOTAL NUMBER OF OPTIONS TO
SUBSCRIBE FOR SHARES OUTSTANDING AT 24 MAY 2004 WOULD
REPRESENT 2.2% OF THE REDUCED ISSUED SHARE CAPITAL. THE
COMPANIES (ACQUISITION OF OWN SHARES) (TREASURY SHARES)
REGULATIONS 2003 (THE REGULATIONS ) CAME INTO FORCE ON
1 DEC 2003. THE REGULATIONS ALLOW COMPANIES TO HOLD SUCH
SHARES ACQUIRED BY WAY OF MARKET PURCHASE IN TREASURY
RATHER THAN HAVING TO CANCEL THEM. NO DIVIDENDS ARE PAID
ON SHARES WHILE HELD IN TREASURY AND NO VOTING RIGHTS
ATTACH TO TREASURY SHARES. WHILST IN TREASURY, THE
SHARES ARE TREATED AS IF CANCELLED. ON 18 NOV 2003, THE
COMPANY ANNOUNCED ITS INTENTION TO IMPLEMENT A SHARE
PURCHASE PROGRAMME AND THE DIRECTORS ALLOCATED GBP 2.5
BILLION TO THE PROGRAMME. ON VARIOUS DATES BEGINNING ON
1 DEC 2003, THE COMPANY HAS MADE MARKET PURCHASES OF ITS
ORDINARY SHARES IN ACCORDANCE WITH THE APPROVAL GIVEN
BY SHAREHOLDERS AT THE ANNUAL GENERAL MEETING ON 30 JUL
2003. AS AT 31 MAR 2004, GBP 1.1 BILLION OF ORDINARY
SHARES HAD BEEN PURCHASED IN THIS WAY AND HELD IN
TREASURY.
PROPOSAL #S.14: AUTHORISE 660 MILLION ORDINARY SHARES ISSUER YES FOR N/A
FOR MARKET PURCHASE PURSUANT TO CONTINGENT PURCHASE
CONTRACTS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: VOLKSWAGEN AG, WOLFSBURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/21/2005 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 2004 FY, ALONG 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 419,014,574.84 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1.05 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.11 PER PREFERENCE SHARE;
THE REMAINDER SHALL BE CARRIED FORWARD EX-DIVIDEND AND
PAYABLE DATE: 22 APRIL 2005
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 AS ISSUER NO N/A N/A
FOLLOWS: SECTION. 3, REGARDING ANNOUNCEMENTS OF THE
COMPANY BEING PUBLISHED IN THE ELECTRONIC FEDERAL
GAZETTE; SECTION. 23(3), REGARDING THE USE OF ELECTRONIC
MEANS OF COMMUNICATION FOR SHARE HOLDERS MEETINGS;
SECTION 5(2), REGARDING THE SHAREHOLDERS RIGHT TO
CERTIFICATION OF THEIR SHARES BEING EXCLUDED
PROPOSAL #6.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
CONNECTION WITH THE LAW ON CORPORATE INTEGRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS OF
SHAREHOLDERS MEETINGS UMAG BECOMING EFFECTIVE AS PER
01 NOV 2005, AS FOLLOWS: SECTION 20(2), REGARDING
SHAREHOLDERS MEETINGS BEING CONVENED NO LATER THAN 30
DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS ARE REQUIRED
TO REGISTER TO ATTEND THE SHAREHOLDERS MEETING; SECTION
22, REGARDING SHAREHOLDERS INTENDING TO ATTEND THE
SHAREHOLDERS MEETING BEING OBLIGED TO REGISTER SEVEN
DAYS PRIOR TO THE SHAREHOLDERS MEETING AND TO PROVIDE A
PROOF IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT TO
ATTEND THE SHAREHOLDERS MEETING OR TO EXERCISE THEIR
VOTING RIGHTS; SECTION 23(4), RE THE CHAIRMAN OF THE
SHAREHOLDERS MEETING BEING AUTHORIZED TO LIMIT THE TIME
FOR QUESTIONS AND ANSWERS AT SHAREHOLDERS MEETINGS
PROPOSAL #7.: GRANT AUTHORITY TO DISPOSE AND ACQUIRE OWN ISSUER NO N/A N/A
SHARES ORDINARY SHARES MAY BE 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; AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO
ACQUIRE ORDINARY AND/OR PREFERRED 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 REPURCHASE OFFER; AUTHORITY EXPIRES AT THE
END OF 21 OCT 2006
PROPOSAL #8.: APPOINT PRICEWATERHOUSECOOPERS DEUTSCHE ISSUER NO N/A N/A
REVISION AG, HANOVER, AS THE AUDITORS FOR THE FY 2005
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WING HANG BANK LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE STATEMENT OF ACCOUNTS AND ISSUER YES FOR N/A
REPORTS OF THE DIRECTORS AND THE AUDITORSFOR THE YE 31
DEC 2004
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.a: RE-ELECT DR CHENG HON KWAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.b: RE-ELECT MR. KENNETH A LOPIAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.c: RE-ELECT MR. LOUIS C W HO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.d: RE-ELECT MR. ALOYSIUS H Y TSE AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #4.: AUTHORISE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
DIRECTORS FEE
PROPOSAL #5.: RE-APPOINT KPMG AS THE AUDITORS AND ISSUER YES FOR N/A
AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #6.: APPROVE TO GIVE A GENERAL MANDATE TO THE ISSUER YES AGAINST N/A
DIRECTORS UNCONDITIONALLY TO ALLOT, ISSUE AND DEAL WITH
ADDITIONAL SHARES NOT EXCEEDING 20% OF THE ISSUED SHARE
CAPITAL OF THE BANK
PROPOSAL #7.: APPROVE TO GIVE A GENERAL MANDATE TO THE ISSUER YES FOR N/A
DIRECTORS TO REPURCHASE SHARES OF THE BANK NOT EXCEEDING
10% OF THE ISSUED SHARE CAPITAL OF THE BANK
PROPOSAL #8.: APPROVE TO EXTEND THE GENERAL MANDATE ISSUER YES FOR N/A
GRANTED TO THE DIRECTORS TO ALLOT SHARES PURSUANT TO
ITEM 6
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WORLD CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 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 JY22, FINAL JY 27, SPECIAL
JY 0
PROPOSAL #2: AMEND ARTICLES TO: REDUCE MAXIMUM BOARD ISSUER YES FOR N/A
SIZE - AUTHORIZE PUBLIC ANNOUNCEMENTSIN ELECTRONIC FORMAT
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: APPOINT ALTERNATE INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: APPROVE EXECUTIVE STOCK OPTION PLAN ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: XSTRATA PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ACQUISITION OF THE ENTIRE ISSUER YES FOR N/A
ISSUED SHARE CAPITAL OF WMC RESOURCES LIMITED ON THE
TERMS AND SUBJECT TO THE CONDITIONS AS SET OUT IN THE
BIDDER'S STATEMENT AUSTRALIAN AFTER DOCUMENT LODGED
WITH THE AUSTRALIAN SECURITIES AND INVESTMENT COMMISSION
ON 16 DEC 2004 OR ON AND SUBJECT TO THE TERMS AND
CONDITIONS OF ANY AMENDED, EXTENDED, REVISED, RENEWED,
ADDITIONAL OR OTHER AFTER OR OTTERS BY THE BOARD OF
DIRECTORS OF THE COMPANY BOARD OR ANY DULY
CONSTITUTED COMMITTEE OF THEM THE COMMITTEE THE OFTER
AND AUTHORIZE THE BOARD OR A COMMITTEE TO WAIVE,
AMEND, VARY, REVISE OR EXTEND TO SUCH EXTENT AS SHALL
NOT CONSTITUTE A MATERIAL AMENDMENT IN THE CONTEXT OF
THE OFFER AS A WHOLE ANY OF THE TERMS AND CONDITIONS OF
THE OFTER AS IT MAY CONSIDER APPROPRIATE OR TO TAKE ALL
SUCH STEPS AS IT MAY CONSIDERS NECESSARY, EXPEDIENT OR
DESIRABLE IN CONNECTION WITH THE OFTER
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: XSTRATA PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/9/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE ANNUAL REPORT AND THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE YE 31 DEC 2004 FOR THE COMPANY
PROPOSAL #2.: APPROVE THE DECLARATION BY THE DIRECTORS ISSUER YES FOR N/A
OF A DIVIDEND OF 16 US CENTS PER SHARE IN RESPECT OF THE
YE 31 DEC 2004
PROPOSAL #3.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES AGAINST N/A
FOR THE YE 31 DEC 2004
PROPOSAL #4.: RE-ELECT MR. WILLY STROTHOTTE AS A NON- ISSUER YES ABSTAIN N/A
EXECUTIVE DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE
ARTICLE 127 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. TREVOR REID AS AN EXECUTIVE ISSUER YES FOR N/A
DIRECTOR, WHO RETIRE IN ACCORDANCE WITH THE ARTICLE 127
OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. PAUL HAZEN AS A NON-EXECUTIVE ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE ARTICLE
127 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #7.: RE-ELECT MR. IAN STRACHAN AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE
ARTICLE 127 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #8.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT AGM AT THE ACCOUNTS ARE LAID
BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO
DETERMINE THE REMUNERATION OF THE AUDITORS
PROPOSAL #9.: APPROVE THE XSTRATA PLC ADDED VALUE ISSUER YES FOR N/A
INCENTIVE PLAN AND AUTHORIZE THE DIRECTORS TO DO ALL
ACTS AND THINGS NECESSARY TO ADOPT AND OPERATE XSTATA
PLC ADDED VALUE INCENTIVE PLAN, INCLUDING MAKING SUCH
MODIFICATIONS THAT THEY MAY CONSIDER APPROPRIATE TO TAKE
ACCOUNT OF THE REQUIREMENTS OF THE LONDON STOCK
EXCHANGE AND THE UK LISTING AUTHORITY AND BEST PRACTICE
PROPOSAL #10.: AUTHORIZE THE DIRECTORS, PURSUANT TO THE ISSUER YES FOR N/A
AUTHORITY CONFERRED ON THE DIRECTORSBY THE ARTICLE 14 OF
THE COMPANY'S ARTICLES OF ASSOCIATION AND FOR THE
PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985, TO
ALLOT RELEVANT SECURITIES SECTION 80(2) UP TO AN
AGGREGATE NOMINAL AMOUNT OF USD 105,250,402 EQUIVALENT
TO 210,500,814 ORDINARY SHARES OF USD 0.50 EACH ;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS, PURSUANT TO THE ISSUER YES FOR N/A
AUTHORITY CONFERRED ON THE DIRECTORSBY THE ARTICLE 14
OF THE COMPANY'S ARTICLES OF ASSOCIATION AND FOR THE
PURPOSE OF SECTION 89 OF THE COMPANIES ACT 1985, TO
ALLOT RELEVANT SECURITIES, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) UP TO AN AGGREGATE
NOMINAL AMOUNT OF USD 15,787,560 EQUIVALENT TO
31,575,120 ORDINARY SHARES OF USD 0.50 EACH ;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY
PROPOSAL #S.12: AMEND THE ARTICLES 116 AND 121 OF THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION OF THE COMPANY
PROPOSAL #S.13: AMEND THE ARTICLE 223 OF THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION OF THE COMPANY
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ISSUER: YARA INTL ASA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT THE CHAIRPERSON OF THE MEETING AND 2 ISSUER NO N/A N/A
MORE PERSONS TO COSIGN THE MINUTES OF THE MEETING
PROPOSAL #2.: APPROVE THE ANNUAL ACCOUNTS AND THE ANNUAL ISSUER NO N/A N/A
REPORT FOR 2004 FOR YARA INTERNATIONAL ASA AND THE
GROUP, HEREUNDER PAYMENT OF DIVIDENDS
PROPOSAL #3.: APPROVE THE REMUNERATION TO THE ACCOUNTANT ISSUER NO N/A N/A
PROPOSAL #4.: APPROVE THE REMUNERATION TO THE MEMBERS OF ISSUER NO N/A N/A
THE ELECTION COMMITTEE
PROPOSAL #5.: APPROVE THE CAPITAL REDUCTION BY MEANS OF ISSUER NO N/A N/A
THE CANCELLATION OF OWN SHARES AND THE REDEMPTION OF
SHARES HELD ON THE MINISTRY OF TRADE AND INDUSTRY
PROPOSAL #6.: APPROVE THE POWER OF ATTORNEY FROM THE ISSUER NO N/A N/A
GENERAL MEETING TO THE BOARD FOR ACQUISITION OF OWN
SHARES
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
Date: August 31, 2005
* By Power of Attorney. Filed on December 20, 2004, see File Number 002-14336.
Incorporated by Reference.
