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 (610) 669-1000
DATE OF FISCAL YEAR END: OCTOBER 31
DATE OF REPORTING PERIOD: JULY 1, 2005 - JUNE 30, 2006
FUND: VANGUARD INTERNATIONAL VALUE FUND
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ISSUER: ABB LTD, ZUERICH
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO VOTE IN THE UPCOMING MEETING, YOUR ISSUER YES FOR N/A
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS
BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE
ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING
RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND
NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING
INSTRUCTIONS.
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ISSUER: ABB LTD, ZUERICH
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT FOR THE FISCAL 2005 ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE THE ANNUAL REPORT, THE ISSUER YES FOR N/A
CONSOLIDATED FINANCIAL STATEMENTS AND THE ANNUAL
FINANCIAL STATEMENTS FOR 2005
PROPOSAL #3.: GRANT DISCHARGE TO THE BOARD OF ISSUER YES FOR N/A
DIRECTORS AND THE SENIOR MANAGEMENT
PROPOSAL #4.: APPROVE THE ALLOCATION OF INCOME AND THE ISSUER YES FOR N/A
DIVIDEND OF CHF 0.12 PER SHARE
PROPOSAL #5.1: RE-ELECT MR. ROGER AGNELLI, BRAZILIAN ISSUER YES FOR N/A
AS A BOARD OF DIRECTOR
PROPOSAL #5.2: RE-ELECT MR. JUERGEN DORMANN, GERMAN AS ISSUER YES FOR N/A
A BOARD OF DIRECTOR
PROPOSAL #5.3: RE-ELECT MR. LOUIS R. HUGHES, AMERICAN ISSUER YES FOR N/A
AS A BOARD OF DIRECTOR
PROPOSAL #5.4: RE-ELECT MR. HANS ULRICH MAERKI, SWISS ISSUER YES FOR N/A
AS A BOARD OF DIRECTOR
PROPOSAL #5.5: RE-ELECT MR. MICHEL DE ROSEN, FRENCH AS ISSUER YES FOR N/A
A BOARD OF DIRECTOR
PROPOSAL #5.6: RE-ELECT MR. MICHAEL TRESCHOW, SWEDISH ISSUER YES FOR N/A
AS A BOARD OF DIRECTOR
PROPOSAL #5.7: RE-ELECT MR. BERND W. VOSS, GERMAN AS A ISSUER YES FOR N/A
BOARD OF DIRECTOR
PROPOSAL #5.8: RE-ELECT MR. JACOB WALLENBERG, SWEDISH ISSUER YES FOR N/A
AS A BOARD OF DIRECTOR
PROPOSAL #6.: ELECT ERNST YOUNG AG AS THE AUDITORS, ISSUER YES FOR N/A
THE GROUP AUDITORS AND OBT AG AS THE SPECIAL AUDITORS
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ISSUER: ABN AMRO HOLDING NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.: APPROVE THE CORPORATE GOVERNANCE IN ISSUER NO N/A N/A
RELATION TO THE APPOINTMENT OF THE NEW MANAGING BOARD
MEMBERS
PROPOSAL #B.: APPROVE THE NOMINATION FOR THE ISSUER NO N/A N/A
APPOINTMENT OF MR. HUIBERT G. BOUMEESTER TO THE
MANAGING BOARD
PROPOSAL #C.: APPROVE THE NOMINATION FOR THE ISSUER NO N/A N/A
APPOINTMENT OF MR. PIETER PIERO S. OVERMARS TO THE
MANAGING BOARD
PROPOSAL #D.: APPROVE THE NOMINATION FOR THE ISSUER NO N/A N/A
APPOINTMENT OF MR. RONALD RON TEERLINK TO THE
MANAGING BOARD
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ISSUER: ABN AMRO HOLDING NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE MINUTES OF THE AGM AND EGM ISSUER NO N/A N/A
HELD IN 2005
PROPOSAL #2.: RECEIVE REPORT OF THE MANAGING BOARD FOR ISSUER NO N/A N/A
THE YEAR 2005
PROPOSAL #3.a: ADOPT THE 2005 FINANCIAL STATEMENTS ISSUER NO N/A N/A
PROPOSAL #3.b: ADOPT THE PROPOSED 2005 DIVIDEND ISSUER NO N/A N/A
PROPOSAL #3.c: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
MANAGING BOARD IN RESPECT OF THEIR 2005 MANAGEMENT
PROPOSAL #3.d: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD IN RESPECT OF THEIR 2005 SUPERVISION
PROPOSAL #4.: ADOPT THE MANAGING BOARD COMPENSATION ISSUER NO N/A N/A
POLICY
PROPOSAL #5.: APPROVE THE PROPOSED CHANGES TO THE ISSUER NO N/A N/A
REMUNERATION OF THE SUPERVISORY BOARD MEMBERS
PROPOSAL #6.: APPROVE THE CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #7.a: APPOINT MR. G.J. KRAMER AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #7.b: APPOINT MR. G. RANDA AS A MEMBER OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #7.c: RE-APPOINT MR. A.C. MARTINEZ AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #8.: AUTHORIZE THE MANAGING BOARD, SUBJECT TO ISSUER NO N/A N/A
APPROVAL OF THE SUPERVISORY BOARD, TO HAVE THE
COMPANY ACQUIRE SHARES
PROPOSAL #9.a: AUTHORIZE THE MANAGING BOARD TO ISSUE ISSUER NO N/A N/A
ORDINARY SHARES FOR A PERIOD OF 18 MONTHS, STARTING 28
APR 2005
PROPOSAL #9.b: AUTHORIZE THE MANAGING BOARD TO EXCLUDE ISSUER NO N/A N/A
OR RESTRICT SHAREHOLDERS PRE-EMPTIVE RIGHTS
PROPOSAL #10.: TRANSACT 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: 8/19/2005 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 2005
PROPOSAL #2.a: RE-APPOINT MESSRS ERNST & YOUNG, ISSUER YES FOR N/A
CHARTERED ACCOUNTANTS SA, AS THE JOINT AUDITORS OF THE
COMPANY
PROPOSAL #2.b: RE-APPOINT MESSRS ISSUER YES FOR N/A
PRICEWATERHOUSECOOPERS INC., CHARTERED ACCOUNTANTS SA,
AS THE JOINT AUDITORS OF THE COMPANY
PROPOSAL #3.: APPROVE THE REMUNERATION PAYABLE TO NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTORS FROM 01 OCT 2005 AS SPECIFIED
PROPOSAL #4.: RATIFY THE PAYMENT TO DR. D.C. CRONJE OF ISSUER YES AGAINST N/A
THE SUM OF ZAR 1.5 MILLION AS THE ADDITIONAL ONCE-OFF
REMUNERATION IN RESPECT OF SERVICES PERFORMED BY HIM
IN HIS CAPACITY AS CHAIRMAN OF THE COMPANY IN AND
DURING THE PERIOD COMMENCING AUG 2004 AND ENDING MAY
2005
PROPOSAL #5.1: RE-ELECT MR. D.C. ARNOLD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.2: RE-ELECT MR. L. BOYD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.3: RE-ELECT DR. D.C. CRONJE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.4: RE-ELECT MR. L.N. JONKER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.5: RE-ELECT DR. F.A. SONN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.6: RE-ELECT MR. P.E.I. SWARTZ AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.7: RE-ELECT MR. T. VAN WYK AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: ELECT DR. D.E. BALOYL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: ELECT MR. P.T. MOTSEPE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: ELECT MR. J.H. SCHINDEHUTTE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: ELECT MR. L.L. VON ZEUNER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #10.: APPROVE TO PLACE THE AUTHORIZE BUT ISSUER YES FOR N/A
UNISSUED ORDINARY SHARES OF THE COMPANY UNDER THE
CONTROL OF THE DIRECTORS AND AUTHORIZE THEM, SUBJECT
TO ANY APPLICABLE LEGISLATION AND THE LISTING
REQUIREMENTS FROM TIME TO TIME OF THE JSE SECURITIES
EXCHANGE SOUTH AFRICA JSE AND ANY OTHER STOCK
EXCHANGE UPON WHICH ORDINARY SHARES IN THE CAPITAL OF
THE COMPANY MAY BE QUOTED OR LISTED FROM TIME TO TIME,
TO ALLOT AND ISSUE THOSE ORDINARY SHARES ON ANY SUCH
TERMS AND CONDITIONS AS THEY DEEM FIT, SUBJECT TO THE
PROVISIO THAT THE AGGREGATE NUMBER OF ORDINARY SHARES
ABLE TO BE ALLOTTED AND ISSUED IN TERMS OF THIS
RESOLUTION SHALL BE LIMITED TO 5% OF THE NUMBER OF
ORDINARY SHARES IN ISSUE AT 31 MAR 2005
PROPOSAL #S.11: AUTHORIZE THE COMPANY OR ANY OF ITS ISSUER YES FOR N/A
SUBSIDIARIES, SUBJECT TO THE COMPANY'S ACT, THE
COMPANY'S ARTICLES OF ASSOCIATION AND THE LISTING
REQUIREMENTS OF THE JSE SECURITIES EXCHANGE SOUTH
AFRICA JSE AND ANY OTHER STOCK EXCHANGE UPON WHICH
THE SECURITIES IN THE CAPITAL OF THE COMPANY MAY BE
QUOTED OR LISTED FROM TIME TO TIME, TO REPURCHASE
SECURITIES ISSUED BY THE COMPANY, 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; AUTHORITY EXPIRES
THE EARLIER OF THE NEXT AGM OR 15 MONTHS ; A PAID
PRESS ANNOUNCEMENT WILL BE PUBLISHED WHEN THE COMPANY
HAS ACQUIRED, ON A CUMULATIVE BASIS, 3% OF THE INITIAL
NUMBER OF THE RELEVANT CLASS OF SECURITIES AND FOR
EACH 3% IN AGGREGATE OF THE INITIAL NUMBER OF THAT
CLASS ACQUIRED THEREAFTER
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ISSUER: ADIDAS-SALOMON AG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2006 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 2005 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 66,530,676.49 AS: DECLARE
A DIVIDEND OF EUR 1.30 PER NO-PAR SHARE; EUR
540,394.99 BE CARRIED FORWARD; EX-DIVIDEND PAYABLE
DATE: 12 MAY 2006
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 IN ISSUER NO N/A N/A
RESPECT OF THE COMPANY'S NAME BEING CHANGED TO ADIDAS
AG
PROPOSAL #6.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
CONNECTION WITH LAW ON COMPANY INTEGRITY AND
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
(UMAG) AS FOLLOWS: SECTION 19(2) REGARDING THE
SHAREHOLDERS MEETINGS BEING CONVENED AT LEAST 30 DAYS
BEFORE THE SHAREHOLDERS DEADLINE FOR REGISTERING TO
ATTEND THE MEETING AND SECTION 20 REGARDING THE
DEADLINE FOR REGISTERING TO ATTEND THE SHAREHOLDERS
MEETING BEING 7 DAYS PRIOR TO THE MEETING DATE AND
REGISTRATION INCLUDING PROOF OF SHAREHOLDERS AS PER
THE STATUTORY RECORD DATE
PROPOSAL #7.: APPROVE, THE CAPITAL INCREASE FROM ISSUER NO N/A N/A
COMPANY RESERVES, A SUBSEQUENT CAPITAL SPLIT AND THE
CORRESPONDINGLY AMEND THE ARTICLES OF ASSOCIATION AS
PRESCRIBED
PROPOSAL #8.: APPROVE THE ADJUSTMENT OF THE AUTHORIZED ISSUER NO N/A N/A
SHARE CAPITAL AND CORRESPONDINGLY AMEND THE ARTICLES
OF ASSOCIATION; THE AUTHORIZED CAPITAL 2005/I OF EUR
41,000,00 BE INCREASED TO EUR 64,062,500; THE
AUTHORIZED CAPITAL 2005/II OF EUR 41,000,00 BE
INCREASED TO EUR 6,250,000
PROPOSAL #9.: APPROVE TO CREATE THE NEW AUTHORIZED ISSUER NO N/A N/A
CAPITAL 2006 AND THE CORRESPONDINGLY AMEND THE
ARTICLES OF ASSOCIATION; AUTHORIZE THE BOARD OF
MANAGING DIRECTORS, WITH THE CONSENT OF THE
SUPERVISORY BOARD, TO INCREASE THE COMPANY'S SHARE
CAPITAL BY UP TO EUR 20,000,000 THROUGH THE ISSUE OF
SHARES AGAINST PAYMENT IN CASH, WITHIN A PERIOD OF 5
YEARS; SHAREHOLDERS SUBSCRIPTION RIGHTS BE EXCLUDED
FOR RESIDUAL AMOUNTS 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 #10.: APPROVE THE REVOCATION OF THE ISSUER NO N/A N/A
AUTHORIZATION TO ISSUE BONDS AND THE CREATION OF
CONTINGENT CAPITAL, TO GRANT AUTHORITY TO ISSUE
CONVERTIBLE AND/OR WARRANT BONDS, THE CREATION OF
CONTINGENT CAPITAL AND CORRESPONDINGLY AMEND THE
ARTICLES OF ASSOCIATION, THE AUTHORIZATION OF 31 MAY
2004, TO ISSUE BONDS AND TO CREATE CONTINGENT CAPITAL
SHALL BE REVOKED; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS, WITH THE CONSENT OF THE SUPERVISORY BOARD,
TO ISSUE BONDS OF UP TO EUR 1,500,000,000, HAVING A
TERM OF UP TO 30 YEARS AND CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR NEW SHARES OF THE COMPANY, ON
OR BEFORE 10 MAY 2011, SHAREHOLDERS SHALL BE GRANTED
INDIRECT SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL
AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS TO OTHER
BONDHOLDERS, AND 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, THE COMPANY'S SHARE CAPITAL
SHALL BE INCREASED ACCORDINGLY BY UP TO EUR
20,000,000 THROUGH THE ISSUE OF UP TO 20,000,000 NEW
BEARER NO-PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR
OPTION RIGHTS ARE EXERCISED CONTINGENT CAPITAL 2006
PROPOSAL #11.: AUTHORIZE THE COMPANY TO ACQUIRE OWN ISSUER NO N/A N/A
SHARES 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 10 NOV 2007;
AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO SELL THE
SHARES ON THE STOCK EXCHANGE OR TO OFFER THEM TO ALL
SHAREHOLDERS, TO DISPOSE OF THE SHARES IN A MANNER
OTHER THAN THE STOCK EXCHANGE OR AN OFFER TO ALL
SHAREHOLDERS IF THE SHARES ARE SOLD AGAINST PAYMENT IN
CASH AT A PRICE NOT MATERIALLY BELOW THE MARKET PRICE
OF IDENTICAL SHARES, TO USE THE SHARES FOR
ACQUISITION PURPOSES OR TO SELL THE SHARES AGAINST
PAYMENT IN KIND, TO USE THE SHARES FOR SATISFYING
EXISTING CONVERTIBLE AND/OR OPTION RIGHTS OR WITHIN
THE SCOPE OF THE COMPANY'S STOCK OPTION PLAN 1999 OR
AS PARTIAL REMUNERATION FOR THE MEMBERS OF THE BOARD
OF MANAGING DIRECTORS AND TO RETIRE THE SHARES
PROPOSAL #12.: AMEND THE ARTICLES OF ASSOCIATION AS ISSUER NO N/A N/A
FOLLOWS: BY DELETING SECTION 4(8) AND BY CHANGING
SECTION 10(1) AS PRESCRIBED
PROPOSAL #13.: APPOINT THE AUDITORS FOR THE FY 2006, ISSUER NO N/A N/A
KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, FRANKFURT
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ISSUER: AJINOMOTO CO INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ADOPT REDUCTION OF ISSUER YES FOR N/A
LIABILITY SYSTEM FOR OUTSIDE AUDITORS,ALLOW DISCLOSURE
OF SHAREHOLDER MEETING MATERIALS ON THE INTERNET,
APPROVE MINOR REVISIONS RELATED TO THE NEW
COMMERCIAL CODE
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ISSUER: AKBANK TURK ANONIM SIRKETI
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/1/2005 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.: RATIFY, IN ACCORDANCE WITH THE ISSUER NO N/A N/A
REGULATION ON MERGERS AND ACQUISITIONS OF BANKS
AKBANK'S FINANCIAL STATEMENTS AS OF 30 JUN 2005
PROPOSAL #3.: APPROVE THE DECISION OF MERGER BY ISSUER NO N/A N/A
ABSORPTION OF AK ULUSLARARAS BANKASI A.S. INTO AKBANK
T.A.S., AND APPROVE THE CONTRACT OF MERGER BY
ABSORPTION APPROVED BY THE BANKING REGULATION AND
SUPERVISION AGENCY AND THE CAPITAL MARKETS BOARD
PROPOSAL #4.: APPROVE, IN ACCORDANCE WITH THE ISSUER NO N/A N/A
PERMISSIONS TAKEN FROM LEGAL AUTHORITIES, THE BANK'S
PAID-IN SHARE CAPITAL TO BE INCREASED BY TRY 4,544
FROM TRY 1,800,000,000 TO TRY 1,800,004,544, FROM
RESERVES AND SHARES WORTH OF NOMINAL TRY 4,544 TO BE
GIVEN AS MERGER BY ABSORPTION PAYMENT TO THE
SHAREHOLDERS OF AK ULUSLARARAS BANKASI A.S. - OTHER
THAN AKBANK T.A.S. - AND AMEND PARAGRAPHS B AND C OF
THE 9TH ARTICLE OF THE ARTICLES OF ASSOCIATION AS
SPECIFIED
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ISSUER: ALCAN INC.
TICKER: AL CUSIP: 013716105
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: R. BERGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.D. DESAUTELS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.B. EVANS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.Y. FORTIER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.-P. JACAMON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: Y. MANSION ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G. MORGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. MORIN-POSTEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.O. RUDING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G. SAINT-PIERRE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G. SCHULMEYER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.M. TELLIER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.K. WONG ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF AUDITORS: ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP
PROPOSAL #03: SHAREHOLDER PROPOSAL. SHAREHOLDER YES AGAINST FOR
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ISSUER: ALLIANZ AG, MUENCHEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE APPROVED ANNUAL ISSUER NO N/A N/A
FINANCIAL STATEMENTS AND THE APPROVED CONSOLIDATED
FINANCIAL STATEMENTS AS OF AND FOR THE FISCAL YEAR
ENDED 31 DEC 2005, AND OF THE MANAGEMENT REPORTS FOR
ALLIANZ AG AND FOR THE GROUP AS WELL AS THE REPORT OF
THE SUPERVISORY BOARD FOR THE FISCAL YEAR 2005
PROPOSAL #2.: APPROPRIATION OF NET EARNINGS ISSUER YES FOR N/A
PROPOSAL #3.: APPROVAL OF THE ACTIONS OF THE MEMBERS ISSUER YES FOR N/A
OF THE BOARD OF MANAGEMENT
PROPOSAL #4.: APPROVAL OF THE ACTIONS OF THE MEMBERS ISSUER YES FOR N/A
OF THE SUPERVISORY BOARD
PROPOSAL #5.: APPROVAL OF CONTROL AND PROFIT TRANSFER ISSUER YES FOR N/A
AGREEMENT BETWEEN ALLINAZ AG AND ALLIANZ ALTERNATIVE
ASSETS HOLDING GMBH
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ISSUER: ARCELOR SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, AFTER REVIEWING THE MANAGEMENT ISSUER NO N/A N/A
REPORT OF THE BOARD OF DIRECTORS AND THE STATEMENT BY
THE INDEPENDENT COMPANY AUDITOR, THE ANNUAL ACCOUNTS
FOR THE 2005 FY IN THEIR ENTIRETY, WITH A RESULTING
PROFIT FOR ARCELOR S.A. OF EUR 2,005,955,528.33
PROPOSAL #2.: APPROVE, AFTER REVIEWING THE MANAGEMENT ISSUER NO N/A N/A
REPORT OF THE BOARD OF DIRECTORS AND THE STATEMENT BY
THE INDEPENDENT COMPANY AUDITOR, THE CONSOLIDATED
ACCOUNTS FOR THE 2005 FY
PROPOSAL #3.: APPROVE TO SET THE AMOUNT OF FEES TO BE ISSUER NO N/A N/A
ALLOCATED TO THE BOARD OF DIRECTORS AT EUR 1,600,000
PROPOSAL #4.: APPROVE THE ALLOCATION OF RESULTS OF THE ISSUER NO N/A N/A
FY AS FOLLOWS: FY RESULTS: EUR 2,005,955,528.33,
RETAINED EARNINGS: EUR 572,833,334.07, TRANSFER TO THE
RESERVES FOR TREASURY SHARES: EUR 5,283,631.26,
RESULTS TO BE ALLOCATED: EUR 2,573,505,231.14,
ALLOCATION TO THE LEGAL RESERVE: EUR 100,297,776.40,
ALLOCATION TO OTHER RESERVES: NIL, DIRECTORS FEES:
EUR 1,600,000.00, DIVIDEND OF EUR 1.85 GROSS PER
SHARE FOR THE 2005 FY: EUR 1,183,582,504.95, INCOME
CARRY FORWARD: EUR 1,288,024,949.79
PROPOSAL #5.: GRANT DISCHARGE TO THE DIRECTORS FOR THE ISSUER NO N/A N/A
2005 FY
PROPOSAL #6.: APPOINT MR. ULRICH HARTMANN AS A ISSUER NO N/A N/A
DIRECTOR FOR A MANDATE OF 2 YEARS WHICH EXPIRES AT THE
TIME OF THE AGM TO BE HELD IN 2008
PROPOSAL #7.: APPOINT MR. JOSEPH KINSCH AS A DIRECTOR ISSUER NO N/A N/A
FOR A MANDATE OF 2 YEARS WHICH EXPIRES AT THE TIME OF
THE AGM TO BE HELD IN 2008
PROPOSAL #8.: APPOINT MR. EDMOND PACHURA AS A DIRECTOR ISSUER NO N/A N/A
FOR A MANDATE OF 2 YEARS WHICH EXPIRES AT THE TIME OF
THE AGM TO BE HELD IN 2008
PROPOSAL #9.: APPOINT MR. FERNAND WAGNER AS A DIRECTOR ISSUER NO N/A N/A
FOR A MANDATE OF 2 YEARS WHICH EXPIRES AT THE TIME OF
THE AGM TO BE HELD IN 2008
PROPOSAL #10.: APPOINT MR. HEDWIG DE KOKER AS A ISSUER NO N/A N/A
DIRECTOR FOR A MANDATE OF 3 YEARS WHICH EXPIRES AT THE
TIME OF THE AGM TO BE HELD IN 2009
PROPOSAL #11.: APPOINT MR. JEAN-PIERRE HANSEN AS A ISSUER NO N/A N/A
DIRECTOR FOR A MANDATE OF 3 YEARS WHICH EXPIRES AT THE
TIME OF THE AGM TO BE HELD IN 2009
PROPOSAL #12.: APPOINT MR. DANIEL MELIN AS A DIRECTOR ISSUER NO N/A N/A
FOR A MANDATE OF 3 YEARS WHICH EXPIRES AT THE TIME OF
THE AGM TO BE HELD IN 2009
PROPOSAL #13.: APPOINT MR. SERGIO SILVA DE FREITAS AS ISSUER NO N/A N/A
A DIRECTOR FOR A MANDATE OF 3 YEARS WHICH EXPIRES AT
THE TIME OF THE AGM TO BE HELD IN 2009
PROPOSAL #14.: APPOINT MR. JOHN CASTEGNARO AS A ISSUER NO N/A N/A
DIRECTOR FOR A MANDATE OF 4 YEARS WHICH EXPIRES AT THE
TIME OF THE AGM TO BE HELD IN 2010
PROPOSAL #15.: APPOINT MR. MANUEL FERNANDEZ LOPEZ AS A ISSUER NO N/A N/A
DIRECTOR FOR A MANDATE OF 4 YEARS WHICH EXPIRES AT
THE TIME OF THE AGM TO BE HELD IN 2010
PROPOSAL #16.: APPOINT MR. FRANCISCO JAVIER DE LA RIVA ISSUER NO N/A N/A
GARRIGA AS A DIRECTOR FOR A MANDATE OF 4 YEARS WHICH
EXPIRES AT THE TIME OF THE AGM TO BE HELD IN 2010
PROPOSAL #17.: APPOINT MR. JOSE RAMON ALVAREZ ISSUER NO N/A N/A
RENDUELES AS A DIRECTOR FOR A MANDATE OF 4 YEARS WHICH
EXPIRES AT THE TIME OF THE AGM TO BE HELD IN 2010
PROPOSAL #18.: APPOINT CORPORACION JMAC B.V. AS A ISSUER NO N/A N/A
DIRECTOR FOR A MANDATE OF 5 YEARS WHICH EXPIRES AT THE
TIME OF THE AGM TO BE HELD IN 2011
PROPOSAL #19.: APPOINT MR. JEAN-YVES DURANCE AS A ISSUER NO N/A N/A
DIRECTOR FOR A MANDATE OF 5 YEARS WHICH EXPIRES AT THE
TIME OF THE AGM TO BE HELD IN 2011
PROPOSAL #20.: APPOINT HRH PRINCE WILLIAM OF ISSUER NO N/A N/A
LUXEMBOURG AS A DIRECTOR FOR A MANDATE OF 5 YEARS
WHICH EXPIRES AT THE TIME OF THE AGM TO BE HELD IN 2011
PROPOSAL #21.: APPOINT MR. GEORGES SCHMIT AS A ISSUER NO N/A N/A
DIRECTOR FOR A MANDATE OF 5 YEARS WHICH EXPIRES AT THE
TIME OF THE AGM OF SHAREHOLDERS TO BE HELD IN 2011
PROPOSAL #22.: AUTHORIZE THE COMPANY'S BOARD OF ISSUER NO N/A N/A
DIRECTORS, IN SUBSTITUTION TO THE AUTHORITY GRANTED BY
THE SHAREHOLDERS MEETING OF 29 APR 2006, WITH OPTION
TO DELEGATE, AND THE CORPORATE BODIES OF THE OTHER
COMPANIES IN THE GROUP REFERRED TO IN ARTICLE 49BIS OF
THE LUXEMBOURG LAW ON COMMERCIAL COMPANIES LAW , TO
ACQUIRE AND SELL SHARES IN THE COMPANY, UNDER THE
CONDITIONS SET FORTH IN THE LAW; SUCH PURCHASES AND
SALES MAY BE CARRIED OUT FOR ANY AUTHORIZED PURPOSE OR
WHICH WOULD COME TO BE AUTHORIZED BY THE LAWS AND
REGULATIONS IN FORCE, IN PARTICULAR VIEW OF THE
FOLLOWING OBJECTIVES: 1) TO STIMULATE THE SECONDARY
MARKET OR THE LIQUIDITY OF THE SHARES THROUGH AN
INVESTMENT SERVICES PROVIDER IN CONNECTION WITH A
LIQUIDITY CONTRACT PURSUANT TO APPLICABLE REGULATIONS
AND NOTABLY TO A CODE OF ETHICS RECOGNIZED OR ACCEPTED
BY THE COMPETENT STOCK MARKET AUTHORITIES; 2) TO
ATTRIBUTE SHARES OF THE COMPANY TO EMPLOYEES, SENIOR
MANAGEMENT, CORPORATE REPRESENTATIVES OF THE COMPANY
AND OF ASSOCIATED COMPANIES OR ENTERPRISES IN
CONNECTION WITH PARTICIPATING IN THE RESULTS OF THE
COMPANY'S EXPANSION, EMPLOYEE SHAREHOLDING PLANS,
OPTION PLANS OR COMPANY SAVINGS PLANS; 3) TO REMIT THE
SHARES OF THE COMPANY AS EXCHANGE OR PAYMENT IN
CONNECTION WITH EXTERNAL GROWTH TRANSACTIONS; 4) TO
REPURCHASE SHARES INCLUDING UNDER A PUBLIC OFFER TO
BUY BACK SHARES AS AN ALTERNATIVE TO EXCEPTIONAL
DIVIDEND DISTRIBUTIONS TO SHAREHOLDERS; 5) TO
ATTRIBUTE SHARES OF THE COMPANY TO THE HOLDERS OF
OCEANE BONDS BONDS CONVERTIBLE INTO AND/OR
EXCHANGEABLE FOR NEW OR EXISTING SHARES ALREADY
ISSUED OR TO BE ISSUED AND TO THE HOLDERS OF
SECURITIES GIVING RIGHT TO SHARES IN THE COMPANY, WHO
WOULD EXERCISE THEIR RIGHTS TO THE ATTRIBUTION OF
COMPANY SHARES; 6) TO CANCEL THE SHARES THEREBY BOUGHT
BACK BY DECISION OF AN EGM TO BE HELD LATER, NOTABLY
IN ORDER TO OPTIMIZE THE COMPANY'S FINANCIAL AND
BUSINESS ASSETS MANAGEMENT; IN ACCORDANCE WITH THE
APPLICABLE LAWS TRANSPOSING DIRECTIVE 2003/6/EC OF 28
JAN 2003 AND EC REGULATION 2273/2003 OF 22 DEC 2003,
ACQUISITIONS, DISPOSALS, EXCHANGES, CONTRIBUTIONS AND
TRANSFERS OF SECURITIES CAN BE CARRIED OUT BY ALL
MEANS, ON OR OFF THE MARKET, INCLUDING BY A PUBLIC
OFFER TO BUY BACK SHARES OR BY THE USE OF DERIVATIVES
OR OPTION STRATEGIES; THE FRACTION OF THE CAPITAL
ACQUIRED OR TRANSFERRED IN THE FORM OF A BLOCK OF
SECURITIES COULD AMOUNT TO THE ENTIRE PROGRAM; SUCH
TRANSACTIONS CAN BE CARRIED OUT AT ANY TIME, INCLUDING
DURING A TENDER OFFER PERIOD, IN ACCORDANCE WITH
APPLICABLE REGULATIONS; THE MAXIMUM NUMBER OF SHARES
THAT CAN BE ACQUIRED IS THE MAXIMUM ALLOWED BY THE LAW
IN SUCH A MANNER THAT THE ACCOUNTING PAR VALUE OF THE
ARCELOR SHARES HELD BY THE COMPANY OR OTHER GROUP
COMPANIES REFERRED TO IN ARTICLE 49BIS OF THE LAW
CANNOT IN ANY EVENT EXCEED 10% OF ITS SUBSCRIBED SHARE
CAPITAL; THE PURCHASE PRICE OF THE SHARES CAN NEITHER
BE LOWER THAN THE MARKET SHARE PRICE AT THE TIME OF
THE TRANSACTION, NOR CAN IT BE GREATER THAN EUR 55 PER
SHARE; IN THE EVENT OF A SHARE CAPITAL INCREASE BY
INCORPORATION OF RESERVES OR ISSUE P
PROPOSAL #23.: APPOINT KPMG AUDIT, SOCIETE CIVILE, AS ISSUER NO N/A N/A
THE AUDITORS FOR THE EXAMINATION OF THE ACCOUNTS OF
ARCELOR AND THE CONSOLIDATED ACCOUNTS OF THE ARCELOR
GROUP FOR THE 2006 AND 2007 FY
------------------------------------------------------------------------------------
ISSUER: ARCELOR SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER NO N/A N/A
BACK SHARES OF THE COMPANY UNDER THE CONDITIONS AS
SPECIFIED, FOR THE PURPOSE OF CANCELING THESE SHARES
AND REDUCING THE COMPANY'S SHARE CAPITAL; THE MAXIMUM
NOMINAL VALUE OF THE CAPITAL REDUCTION WILL BE EUR
750,000,000 AND NO MORE THAN 150 MILLION SHARES, EACH
WITH A PAR VALUE OF EUR 5 ARE TO BE WITHDRAWN; THE
MINIMUM BUY-BACK PRICE PER SHARE WILL BE THE AVERAGE
SHARE PRICE ON EURONEXT PARIS DURING THE 5 TRADING
DAYS PRECEDING THE LAUNCH OF THE PUBLIC BUY-BACK
OFFER, AND THE MAXIMUM BUY-BACK PRICE WILL BE EUR 50
PER SHARE, WITH COUPON ATTACHED, AND PAYABLE IN CASH
FOR EACH SHARE TENDERED; UNLESS THEY ARE SET BY THE
SHAREHOLDERS MEETING, THE BOARD OF DIRECTORS WILL SET
THE TERMS OF THIS PUBLIC SHARE BUY-BACK, INCLUDING
THE PRICE AND THE QUANTITY OF SHARES TO BUY BACK,
WHEREBY THESE DECISIONS MUST RESPECT THE THRESHOLD
VALUES DECIDED BY THIS RESOLUTION; THE OFFER WILL BE
FORMALIZED BY A PUBLIC OFFER MADE TO ALL SHAREHOLDERS
TO BUY BACK THEIR SHARES AND COMPLETED IN ACCORDANCE
WITH THE APPLICABLE LAWS AND REGULATIONS; THE BUY-
BACK PRICE WILL BE ALLOCATED, BY ORDER OF PRIORITY, TO
THE ISSUANCE PREMIUM ACCOUNT, AND THE REMAINDER WILL
BE ALLOCATED TO ANY OTHER ELIGIBLE BALANCE SHEET
ACCOUNT, AND AN AMOUNT EQUAL TO THE ACCOUNTING PAR
VALUE OF ALL THE WITHDRAWN SHARES WILL BE ADDED TO A
BLOCKED RESERVE, WHICH CAN ONLY BE USED WITHIN THE
LIMITS PROVIDED FOR BY LAW; REPURCHASED SHARES WILL
BE CANCELLED AS PER THE APPLICABLE LAWS AND
REGULATIONS; ALL RIGHTS ASSOCIATED TO SHARES PURCHASED
BY THE COMPANY, INCLUDING THE RIGHT TO DIVIDENDS
DISTRIBUTED AFTER THE SHARES HAVE BEEN PURCHASED, WILL
BE EXTINGUISHED ON THE DAY OF PURCHASE
PROPOSAL #2.: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER NO N/A N/A
BACK THE SHARES, REDUCE THE CAPITAL BY THE AMOUNT
APPROVED IN THE PRECEDING RESOLUTION; RECORD THE
EFFECTIVE SHARE CAPITAL REDUCTION AMOUNT AS PER THE
ACTUAL ACCEPTANCE OF THE PUBLIC SHARE BUY-BACK OFFER
AND CHANGE THE COMPANY'S BY-LAWS ACCORDINGLY; IN A
GENERAL MANNER, TAKE WHATEVER MEASURES AND EXCUTE ANY
FORMALITIES WHICH MAY BE NECESSARY; AUTHORITY EXPIRES
AT THE END OF 12 MONTHS
PROPOSAL #3.: APPROVE TO INCLUDE A NEW PARAGRAPH AT ISSUER NO N/A N/A
THE END OF ARTICLE 13 OF THE BY-LAWS
------------------------------------------------------------------------------------
ISSUER: ARCELOR SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/21/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF BOARD OF DIRECTORS ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE TO REDUCE THE SHARE CAPITAL OF ISSUER NO N/A N/A
THE COMPANY BY MEANS OF A PUBLIC OFFER TO BUY BACK A
MAXIMUM OF 150,000,000 SHARES FOR THE PURPOSE OF THEIR
CANCELLATION, AT A BUY-BACK PRICE TO BE SET BY THE
BOARD OF DIRECTORS, BUT NOT EXCEEDING EUR 50.00 PER
SHARE
PROPOSAL #3.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
IMPLEMENT THE PUBLIC SHARE BUYBACK OFFER AND CHANGE
THE COMPANY BY-LAWS ACCORDINGLY
PROPOSAL #4.: APPROVE TO INSERT THE NEW PARAGRAPH AT ISSUER NO N/A N/A
THE END OF THE ARTICLE 13 OF THE BY-LAWS
------------------------------------------------------------------------------------
ISSUER: ARCELOR SA, LUXEMBOURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/30/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO MAINTAIN THE OPTION OFFERED ISSUER YES AGAINST N/A
BY THE SEVERSTAL TRANSACTION FOR THE ARCELOR
SHAEREHOLDERS.
PROPOSAL #2.: PLEASE NOTE THIS IS A SHAREHOLDER ISSUER YES FOR N/A
PROPOSAL: APPROVE THE SHAREHOLDERS MEETING, HAVING
REVIEWED THE PRESS RELEASE ISSUED BY ARCELOR ON MAY
26, 2006 AND THE PRESENTATION ENTITLED THE GLOBAL
STEEL CHAMPION DATED MAY 26, 2006 AND, ACKNOWLEDGING
THE IMPORTANCE OF THE TRANSACTION FOR ARCELOR,
REQUESTS THAT ARCELOR'S BOARD OF DIRECTORS SUBMIT THE
PROPOSED TRANSACTION, IN PARTICULAR THE COMPLETION OF
IN-KIND CONTRIBUTIONS TO BE MADE BY MR. MORDASHOV AND
THE SUBSEQUENT CAPITAL INCREASE TO THE BENEFIT OF MR.
MORDASHOV, TO THE PROCEDURE GENERALLY APPLICABLE TO
IN-KIND CONTRIBUTIONS SUBJECT TO THE APPROVAL OF AN
EXTRAORDINARY SHAREHOLDERS MEETING, PURSUANT TO
ARTICLE 32.1 OF THE LUXEMBOURG LAW DATED 10 AUGUST
1915 ON COMMERCIAL COMPANIES.
------------------------------------------------------------------------------------
ISSUER: ASAHI GLASS CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2006 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 JY7.5, FINAL JY 7.5,
SPECIAL JY 0
PROPOSAL #2: AMEND ARTICLES TO: UPDATE LANGUAGE OF ISSUER YES FOR N/A
ARTICLES TO REFLECT NEW CORPORATE LAW
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 #4: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: APPOINT EXTERNAL AUDIT FIRM ISSUER YES FOR N/A
PROPOSAL #6: APPROVE EXECUTIVE STOCK OPTION PLAN ISSUER YES FOR N/A
PROPOSAL #7: APPROVE SPECIAL BONUS FOR FAMILY OF ISSUER YES FOR N/A
DECEASED DIRECTOR
------------------------------------------------------------------------------------
ISSUER: ASSURANCES GENERALES DE FRANCE AGF, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/22/2006 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, PRESIDENT AND THE AUDITORS; AND APPROVE THE
COMPANY'S FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE YE 31 DEC 2005, AS PRESENTED, SHOWING EARNINGS
OF EUR 1,569,973,787.91
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, PRESIDENT 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 RECOMMENDATIONS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND RESOLVES THAT THE INCOME FOR
THE FY BE APPROPRIATED AS FOLLOWS: EARNINGS: EUR
1,569,973,787.91 PLUS PRIOR RETAINED EARNINGS: EUR
5,284,678.18, DISTRIBUTABLE INCOME: EUR
1,575,258,466.09, ALLOCATION: DIVIDEND: EUR
651,274,045.20 BALANCE TO THE RETAINED EARNINGS: EUR
923,984,420.89, THE TOTAL DIVIDEND FOR THE 180,909,457
SHARES TO BE PAID THUS AMOUNTS TO EUR 651,274,045.20;
THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
3.60 PER SHARE, AND WILL ENTITLE TO THE 40% ALLOWANCE
PROVIDED BY THE FRENCH TAX CODE; THIS DIVIDEND WILL BE
PAID ON 23 MAY 2006
PROPOSAL #O.4: APPROVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L.225-38
ET SEQ. OF THE FRENCH COMMERCIAL CODE AND THE
AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: GRANT PERMANENT DISCHARGE TO THE ISSUER NO N/A N/A
DIRECTORS WHOSE OFFICE HAS COME TO TERM OR IS COMING
TO TERM AT THE END OF THE PRESENT MEETING FOR THE
PERFORMANCE OF THEIR DUTIES DURING THE SAID FY
PROPOSAL #O.6: RATIFY THE CO-OPTATION OF MR. JOACHIM ISSUER NO N/A N/A
FABER AS A DIRECTOR, UNTIL THE SHAREHOLDERS MEETING
CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE
2005 FY
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
JOACHIM FABER AS A DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
ANDRE LEVY-LANG AS A DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.9: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
DOMINIQUE FERRERO AS A DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.10: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
MR. DIETHART BREIPOHL AS A DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.11: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
MR. ANTOINE JEANCOURT-GALIGNANI AS A DIRECTOR FOR A 4-
YEAR PERIOD
PROPOSAL #O.12: APPOINT MR. KLAUS LUFT AS A DIRECTOR ISSUER NO N/A N/A
FOR A 4-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
THE 2009 FY
PROPOSAL #O.13: APPOINT MR. ROBERT HUDRY AS A DIRECTOR ISSUER NO N/A N/A
FOR A 4-YEAR PERIOD
PROPOSAL #O.14: APPOINT THE SCP JEAN-CLAUDE ANDRE ET ISSUER NO N/A N/A
AUTRES AS THE DEPUTY AUDITOR, UNTIL THE SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
THE FYE 31 DEC 2009
PROPOSAL #O.15: APPOINT PICARLE ET ASSOCIES AS THE ISSUER NO N/A N/A
DEPUTY AUDITOR, UNTIL THE SHAREHOLDERS MEETING CALLED
TO APPROVE THE FINANCIAL STATEMENTS FOR THE FYE 31
DEC 2009
PROPOSAL #O.16: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER NO N/A N/A
EUR 374,400.00 FOR THE 2005 FY; MOREOVER, THE
SHAREHOLDERS MEETING RESOLVES TO AWARD TOTAL ANNUAL
FEES OF EUR 450,000.00 FOR THE 2006 FY TO THE DIRECTORS
PROPOSAL #O.17: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
BUY BACK THE COMPANY'S SHARES ON THE OPEN MARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 130.00, MINIMUM SALE PRICE: EUR
50.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10% OF
THE SHARE CAPITAL, I.E. 19,020,026 SHARES MAXIMUM
FUNDS INVESTED IN THE SHARE BUYBACKS: EUR
2,472,603,380.00; AUTHORITY EXPIRES AT THE END OF 18
MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THE COMBINED
SHAREHOLDERS MEETING OF 22 MAY 2006 IS ALSO
RECOMMENDED IN THE RESOLUTION 18 TO AUTHORIZE THE
BOARD TO PROCEED WITH THE CANCELLATION OF SECURITIES
BOUGHT BACK IN APPLICATION OF RESOLUTION 17, WITHIN
10% OF THE CAPITAL
PROPOSAL #E.18: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS, BY
CANCELING ALL OR PART OF THE SHARES HELD BY THE
COMPANY IN CONNECTION WITH THE PREVIOUS AUTHORIZATIONS
GIVEN BY THE SHAREHOLDERS MEETINGS, UP TO A MAXIMUM
OF 10% OF THE SHARE CAPITAL OVER A 24-MONTH PERIOD;
AUTHORITY EXPIRES AT THE END OF 5 YEARS
PROPOSAL #E.19: GRANT ALL POWERS TO THE BEARER OF A ISSUER NO N/A N/A
COPY OR AN EXTRACT OF THE MINUTES OF THE PRESENT TO
ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY
LAW
------------------------------------------------------------------------------------
ISSUER: ASTRAZENECA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 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 2005
PROPOSAL #2.: APPROVE TO CONFIRM THE 1ST INTERIM ISSUER YES FOR N/A
DIVIDEND OF USD 0.38 21.9 PENCE, SEK 2.99 PER
ORDINARY SHARE AND TO CONFIRM AS THE FINAL DIVIDEND
FOR 2005 THE 2ND INTERIM DIVIDEND OF USD 0.92 51.8
PENCE SEK 7.02 PER ORDINARY SHARE
PROPOSAL #3.: RE-APPOINT KPMG AUDIT PLC, LONDON AS THE ISSUER YES FOR N/A
AUDITOR
PROPOSAL #4.: AUTHORIZE THE DIRECTORS TO AGREE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITOR
PROPOSAL #5.A: 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.B: RE-ELECT MR. HAKAN MOGREN KBE AS A ISSUER YES FOR N/A
DIRECTOR, IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.C: 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.D: RE-ELECT MR. JONATHON SYMONDS AS A ISSUER YES FOR N/A
DIRECTOR, IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.E: RE-ELECT MR. JOHN PATTERSON FRCP AS A ISSUER YES FOR N/A
DIRECTOR, IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.F: RE-ELECT SIR. PETER BONFIELD CBE, FRENG ISSUER YES FOR N/A
AS A DIRECTOR, IN ACCORDANCE WITH THE ARTICLE 65 OF
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.G: RE-ELECT MR. JOHN BUCHANAN AS A ISSUER YES FOR N/A
DIRECTOR, IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.H: RE-ELECT MS. JANE HENNEY AS A DIRECTOR, ISSUER YES FOR N/A
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.I: RE-ELECT MS. 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.J: 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.K: RE-ELECT MS. ERNA MOLLER AS A DIRECTOR, ISSUER YES FOR N/A
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.L: 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 #5.M: RE-ELECT DAME NANCY ROTHWELL FRS 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 ISSUER YES FOR N/A
REPORT FOR THE YE 31 DEC 2005 AS SPECIFIED
PROPOSAL #7.: 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 TO, FOR
THE PURPOSES OF PART XA OF THE COMPANIES ACT 1985, TO
MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS OR INCUR
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 USD 150,000 DURING THAT
PERIOD
PROPOSAL #8.: APPROVE TO RENEW THE AUTHORITY AND POWER ISSUER YES FOR N/A
TO ALLOT NEW SHARES CONFERRED ON THE DIRECTORS BY
ARTICLE 7.1 OF THE COMPANY'S ARTICLES OF ASSOCIATION,
UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 131,364,668
SECTION 80 ; AUTHORITY EXPIRES AT THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2007 OR ON 30
JUN 2007
PROPOSAL #S.9: APPROVE TO RENEW THE POWER CONFERRED ON ISSUER YES FOR N/A
THE DIRECTORS BY ARTICLE 7.2 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, UP TO AN AGGREGATE NOMINAL
AMOUNT OF USD 19,704,700 SECTION 89 ; AUTHORITY
EXPIRES AT THE EARLIER OF THE CONCLUSION OF THE AGM OF
THE COMPANY IN 2007 OR ON 30 JUN 2007
PROPOSAL #S.10: AUTHORIZE THE COMPANY, FOR THE ISSUER YES FOR N/A
PURPOSES OF SECTION 166 OF THE COMPANIES ACT 1985, TO
MAKE MARKET PURCHASES SECTION 163 OF THAT ACT OF A
MAXIMUM NUMBER OF SHARES WHICH MAY BE PURCHASED IS 10%
OF THE COMPANY'S SHARE CAPITAL 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 2007 OR 30 JUN 2007 ; 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: 5/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS OF THE COMPANY FOR ISSUER YES FOR N/A
THE YE 31 DEC 2005 TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 17.44 PENCE ISSUER YES FOR N/A
ORDINARY SHARE OF THE COMPANY FOR THE YE 31 DEC 2005
PROPOSAL #3.: ELECT MS. MARY FRANCIS AS A DIRECTOR ISSUER YES FOR N/A
UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING
PROPOSAL #4.: RE-ELECT MR. RICHARD HARVEY AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION UNDER COMPANY
ARTICLE OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. CAROLE PIWNICA AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION UNDER COMPANY
ARTICLE OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. PHILIP SCOTT AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION UNDER COMPANY ARTICLE OF
ASSOCIATION
PROPOSAL #7.: RE-ELECT MR. PATRICK SNOWBALL AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION UNDER COMPANY
ARTICLE OF ASSOCIATION
PROPOSAL #8.: RE-ELECT MR. DEREK STEVENS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-ELECT MR. ANDRE VILLENEUVE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #10.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE
NEXT AGM
PROPOSAL #11.: AUTHORIZE THE DIRECTORS TO DETERMINE ISSUER YES FOR N/A
THE AUDITOR'S REMUNERATION
PROPOSAL #12.: APPROVE TO RENEW THE AUTHORITY ISSUER YES FOR N/A
CONFERRED ON THE DIRECTORS BY ARTICLE 5.04(A) OF THE
COMPANY'S ARTICLES OF ASSOCIATION WITH THE SECTION 80
AMOUNT BEING GBP 150 MILLIONS AUTHORITY EXPIRES THE
EARLIER OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS
PROPOSAL #S.13: APPROVE TO RENEW THE AUTHORITY ISSUER YES FOR N/A
CONFERRED ON THE DIRECTORS BY ARTICLE 5.04(B) OF THE
COMPANY'S ARTICLES OF ASSOCIATION WITH THE SECTION 89
AMOUNT BEING GBP 29 MILLIONS AUTHORITY EXPIRES THE
EARLIER OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS
PROPOSAL #14.: APPROVE, SUBJECT TO THE SECTION 241A OF ISSUER YES FOR N/A
THE COMPANIES ACT 1985, THE REMUNERATION REPORT AND
ACCOUNTS FOR THE YE 31 DEC 2005
PROPOSAL #S.15: AUTHORIZE THE DIRECTORS TO INCREASE ISSUER YES FOR N/A
SHARE CAPITAL OF COMPANY FROM GBP1.45 BILLION AND EUR
700 MILLION TO GBP 1.95 BILLION AND EUR 700 MILLION BY
CREATING 500 MILLION PREFERENCE SHARES OF
GBP1EACH;AND THE DIRECTORS MAY ALLOT NEW PREFERENCE
SHARES AFTER THE ANY SUCH CONTRACT AS IF THE POWER
CONFERRED HEREBY HAD NOT EXPIRED ;AND PURSUANT TO
SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT NEW
PREFERENCE SHARES FOR CASH, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) ; AUTHORITY EXPIRES
THE EARLIER OF THE NEXT AGM OF THE COMPANY IN 2011OR
5YEARS ; AND ALSO AMEND ARTICLE 3.06 IN THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #S.16: AUTHORIZE THE COMPANY, PURSUANT TO THE ISSUER YES FOR N/A
AUTHORITIES CONTAINED IN THE ARTICLES OF ASSOCIATION
OF THE COMPANY, TO MAKE ONE OR MORE MARKET PURCHASES
SECTION 163(3) OF THE COMPANIES ACT 1985 OF UP TO 239
MILLION ORDINARY SHARES OF 25PENCE EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25PENCE
AND NOT MORE THAN 5% ABOVE THE AVERAGE MARKET VALUE
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.17: AUTHORIZE THE COMPANY, PURSUANT TO THE ISSUER YES FOR N/A
AUTHORITIES CONTAINED IN THE ARTICLES OF ASSOCIATION
OF THE COMPANY, TO MAKE MARKET PURCHASES SECTION
163(3) OF THE COMPANIES ACT 1985 OF 8 % CUMULATIVE
IRREDEEMABLE PREFERENCE SHARES UP TO 100 MILLION 8 %
CUMULATIVE PREFERENCE SHARES OF 25PENCE EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25PENCE
AND NOT MORE THAN 5% ABOVE THE AVERAGE MARKET VALUE
FOR 8 % CUMULATIVE PREFERENCE 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 OR15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE 8 % CUMULATIVE
PREFERENCE SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY
OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.18: AUTHORIZE THE COMPANY, PURSUANT TO THE ISSUER YES FOR N/A
AUTHORITIES CONTAINED IN THE ARTICLES OF ASSOCIATION
OF THE COMPANY, TO MAKE MARKET PURCHASES SECTION
163(3) OF THE COMPANIES ACT 1985 OF 8 % CUMULATIVE
IRREDEEMABLE PREFERENCE SHARES UP TO 100 MILLION 8 %
CUMULATIVE PREFERENCE SHARES OF GBP1 EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF GBP1 AND
NOT MORE THAN 5% ABOVE THE AVERAGE MARKET VALUE FOR 8
% CUMULATIVE PREFERENCE 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 OR15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE 8 % CUMULATIVE
PREFERENCE SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY
OR PARTLY AFTER SUCH EXPIRY
------------------------------------------------------------------------------------
ISSUER: AXA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/16/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ACKNOWLEDGE THE MERGER PROJECT OF FINAXA ISSUER NO N/A N/A
INTO AXA AS PER THE PRIVATE DEED DATED 29 JUN 2005,
UNDER WHICH IT IS STATED THAT FINAXA SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS WITH THE CORRESPONDING TAKING-
OVER OF ALL ITS LIABILITIES, APPROVES ALL THE TERMS OF
THIS PROJECT AND ALSO: THE TOTAL NET VALUE OF THE
ASSETS BROUGHT BY FINAXA OF EUR 4,993,106,908.00; THE
CONSIDERATION FOR THE CONTRIBUTIONS WITH AN EXCHANGE
RATIO OF 15 AXA SHARES FOR 4 FINAXA SHARES; THE DATE
FOR THE TRANSACTION DEFINITIVE COMPLETION SET ON 16
DEC 2005 SUBJECT TO THE SATISFACTION OF THE CONDITIONS
PRECEDENT PURSUANT TO ARTICLE 12 OF THE MERGER
AGREEMENT; THE TAKING OVER BY AXA OF FINAXA'S
COMMITMENTS REGARDING THE DEBT SECURITIES ISSUED BY
FINAXA; THE FINAXA SHARES HELD BY FINAXA WILL NOT BE
EXCHANGED AND CONSEQUENTLY DECIDES, SUBJECT TO THE
SATISFACTION OF THE CONDITIONS PRECEDENT PURSUANT TO
ARTICLE 12 OF THE MERGER AGREEMENT, TO INCREASE THE
SHARE CAPITAL TO EUR 684,738,292.95 TO INCREASE IT
FROM EUR 4,375,603,269.94 TO EUR 5,060,341,562.89 BY
THE CREATION OF 299,012,355 NEW FULLY PAID-UP AXA
SHARES OF A PAR VALUE OF EUR 2.29 EACH TO BE
DISTRIBUTED AMONG THE SHAREHOLDERS OF THE ACQUIRED
COMPANY WITH A RATIO OF EXCHANGE OF 15 AXA SHARES
AGAINST 4 FINAXA SHARES; THESE NEW SHARES SHALL RANK
PARI PASSU WITH THE OTHER SHARES COMPRISING THE SHARE
CAPITAL AND SHALL GIVE RIGHT TO INCOME ALLOCATION AND
RESERVES DISTRIBUTION AS OF THE DAY THE MERGER IS
DEFINITIVELY COMPLETED; THE DIFFERENCE BETWEEN THE
TOTAL NET VALUE OF THE ASSETS BROUGHT BY FINAXA OF EUR
4,993,106,908.00 AND THE AMOUNT OF THE SHARE CAPITAL
INCREASE OF EUR 684,738,292.95 REPRESENTS A MERGER
PREMIUM OF EUR 4,308,368,615.05 AND SHALL BE CREDITED
TO A CONTRIBUTION PREMIUM ACCOUNT; AS A RESULT OF THIS
MERGER, THE SHARES ISSUED BY AXA WILL BE GRANTED A
DOUBLE VOTING RIGHT
PROPOSAL #2.: AUTHORIZE THE EXECUTIVE COMMITTEE, ISSUER NO N/A N/A
SUBJECT TO THE SATISFACTION OF THE CONDITIONS
PRECEDENT PURSUANT TO ARTICLE 12 OF THE MERGER
AGREEMENT, TO PROCEED WITH DEDUCTIONS FROM THE MERGER
PREMIUM IN ORDER TO REBUILD, TO AXA'S LIABILITIES, THE
REGULATED RESERVES AND PROVISIONS EXISTING IN
FINAXA'S BALANCE SHEET AND TO CHARGE ALL OR PART OF
THE MERGER COSTS AND TO REBUILD THE LEGAL RESERVE TO
ONE-TENTH OF THE CAPITAL AFTER THE MERGER
PROPOSAL #3.: ACKNOWLEDGE THAT 336,338,096 AXA SHARES ISSUER NO N/A N/A
WILL APPEAR AMONG THE ASSETS BROUGHT BY FINAXA PLUS
1,152,720 AXA SHARES RESULTING FROM FINAXA SHARES
PURCHASED FROM AXA PARTICIPATIONS 2; APPROVE, SUBJECT
TO THE DEFINITIVE MERGER COMPLETION TO CANCEL ALL OF
THESE 337,490,816 SHARES BY REDUCING THE CAPITAL TO
EUR 772,853,968.64 AND TO CHARGE THE DIFFERENCE
BETWEEN THE CONTRIBUTION OR THE PURCHASE VALUE OF
THESE SHARES I.E. EUR 6,152,844,825.40 AND THEIR
NOMINAL VALUE I.E. EUR 772,853,968.64 , I.E. EUR
5,379,990,856.76 AGAINST THE MERGER PREMIUM UP TO THE
DISPOSABLE AMOUNT AND THE BALANCE AGAINST THE SHARE
PREMIUM AND AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #4.: ACKNOWLEDGE THE RESUMPTION BY AXA OF ISSUER NO N/A N/A
FINAXA'S COMMITMENTS CONCERNING THE 1997-2006
CONVERTIBLE BONDS ISSUED BY FINAXA AS OF THE MERGER
COMPLETION, THE FINAXA CONVERTIBLE BONDS WILL GIVE
RIGHT TO AXA SHARES, TAKING INTO ACCOUNT THE EXCHANGE
RATIO OF 15 AXA SHARES FOR 4 FINAXA SHARES; THE MERGER
APPROVAL ENTAILS THE CANCELLATION OF THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHT IN FAVOUR OF THE
CONVERTIBLE BONDHOLDERS; APPROVE TO CANCEL, IN FAVOUR
OF THESE BONDHOLDERS, THE PREFERENTIAL SUBSCRIPTION
RIGHT FOR THE SHARES ISSUED BY AXA AS THESE BONDS ARE
CONVERTED. THE MAXIMUM NUMBER OF SHARES TO BE ISSUED
IS 476,755 AND AUTHORIZE THE EXECUTIVE COMMITTEE TO
TAKE AL L NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #5.: ACKNOWLEDGE THE RESUMPTION BY AXA OF ISSUER NO N/A N/A
FINAXA'S COMMITMENTS CONCERNING THE FINAXA STOCK
SUBSCRIPTION OPTION HOLDERS AFTER THE MERGER
COMPLETION, THESE HOLDERS WILL BE GRANTED AXA SHARES
TAKING INTO ACCOUNT THE EXCHANGE RATIO OF 15 AXA
SHARES FOR 4 FINAXA SHARES; APPROVE TO CANCEL IN
FAVOUR OF THESE OPTION HOLDERS, THE PREFERENTIAL
SUBSCRIPTION RIGHT FOR THE SHARES ISSUED BY AXA AS
THESE OPTIONS ARE EXERCISED AND AUTHORIZE THE
EXECUTIVE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #6.: APPROVE THAT THE DATE OF THE MERGER IS ISSUER NO N/A N/A
SET ON 16 DEC 2005, THE 299,012,355 NEW FULLY PAID-UP
SHARES OF A PAR VALUE OF EUR 2.29 EACH ISSUED IN
CONSIDERATION FOR THE MERGER OF FINAXA INTO AXA, WILL
BE ALLOCATED TO FINAXA'S SHAREHOLDERS WITH A RATIO OF
EXCHANGE OF 15 AXA SHARES AGAINST 4 FINAXA SHARES
CONSEQUENTLY, FINAXA SHALL BE DISSOLVED WITHOUT
LIQUIDATION ON 16 DEC 2005
PROPOSAL #7.: AMEND, PURSUANT TO THE ADOPTION OF THE ISSUER NO N/A N/A
ABOVE RESOLUTIONS, ARTICLE 6 OF THE BYLAWS CAPITAL
STOCK AS FOLLOWS: THE SHARE CAPITAL IS SET AT EUR
5,060,341,562.89 AND IS DIVIDED INTO 2,209,756,141
SHARES FULLY PAID IN
PROPOSAL #8.: APPROVE THE TERMS AND CHARACTERISTICS OF ISSUER NO N/A N/A
THE BONDS CONVERTIBLE IN AXA SHARES RESERVED FOR
FINAXA 3% 1998-2007 BONDHOLDERS, SUBJECT TO THE
ADOPTION OF THE 9TH RESOLUTION TO ISSUE WITHOUT THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS FOR THE
NEW SHARES 12,445,887 BONDS CONVERTIBLE INTO AXA'S
SHARES; TOTAL AMOUNT OF THE LOAN: EUR 1,043,587,624.95
NUMBER OF CONVERTIBLE BONDS TO BE ISSUED: 12,445,887
NOMINAL VALUE OF A CONVERTIBLE BOND: EUR 83.85 ISSUE
PRICE: THE ISSUANCE IS CARRIED OUT THROUGH THE
EXCHANGE OF FINAXA 3% 1998-2007 BONDS CUM RIGHTS DATE:
19 DEC 2005 CONVERSION PARITY: EACH CONVERTIBLE BOND
WILL GIVE RIGHT TO SUBSCRIBE FOR 4.06 AXA SHARES; THE
NEW SHARES WILL BE SUBJECT TO THE STATUTORY PROVISIONS
AND SHALL RANK PARI PASSU WITH THE OLD SHARES ARE
CONVERTED, THE SHARE CAPITAL WILL INCREASE TO A
MAXIMUM NOMINAL AMOUNT OF EUR 115,714,389.79, I.E, A
TOTAL AMOUNT OF EUR 1,233,262,942.83 INCLUDES THE
SHARE PREMIUM ; AUTHORIZE THE EXECUTIVE COMMITTEE TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #9.: APPROVE, FOR ALL OF THE CONVERTIBLE ISSUER NO N/A N/A
BONDS TO BE ISSUED PURSUANT TO THE 8TH RESOLUTION, TO
CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS IN FAVOR OF THE FINAXA 3% 1998-2007 BONDHOLDERS
PROPOSAL #10.: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL ON 1 OR MORE OCCASIONS AT
ITS SOLE DISCRETION, BY ISSUANCE WITHOUT THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS OF
EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO AXA
CAPITAL IN FAVOR OF EMPLOYEES AND FORMER EMPLOYEES OF
THE COMPANY AND OF THE AXA GROUP WHO ARE MEMBERS OF A
COMPANY SAVINGS PLAN; THIS DELEGATION IS GIVEN FOR A
26-MONTH PERIOD AND FOR AN AMOUNT THAT SHALL NOT
EXCEED EUR 150,000,000.00 AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF
THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING
OF 20 APR 2005 IN ITS RESOLUTION NUMBER 24
PROPOSAL #11.: GRANT ALL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: AXA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER NO N/A N/A
COMMITTEE, THE SUPERVISORY BOARD AND THE AUDITOR'S
GENERAL REPORT, AND APPROVE THE COMPANY'S FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE YE 31 DEC 2005
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER NO N/A N/A
COMMITTEE, THE SUPERVISORY BOARD AND THE STATUTORY
AUDITORS, AND APPROVE THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID YE
PROPOSAL #O.3: APPROVE THE RECOMMENDATIONS OF THE ISSUER NO N/A N/A
EXECUTIVE COMMITTEE AND THE SUPERVISORY BOARD AND
APPROPRIATE THE INCOME FOR THE FY AS FOLLOWS: PROFIT
FOR THE FY: EUR 1,136,542,567.00, RETAINED EARNINGS:
EUR 2,029,100,681.00, AVAILABLE AMOUNT FOR ALLOCATION:
EUR 3,165,643,248.00, ALLOCATION : TO THE DIVIDEND :
EUR 1,647,012,404.00, RETAINED EARNINGS: EUR
1,518,630,844.00, THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 0.88 PER SHARE FOR 1,871,605,004
SHARES, AND WILL ENTITLE TO THE 40% ALLOWANCE PROVIDED
BY THE FRENCH TAX CODE, I.E. EUR 0.35 PER SHARE; THIS
DIVIDEND WILL BE PAID ON 12 MAY 2006; IN THE EVENT
THAT THE COMPANY HOLDS SOME OF ITS OWN SHARES ON SUCH
DATE, THE AMOUNT OF THE UNPAID DIVIDEND ON SUCH SHARES
SHALL BE ALLOCATED TO THE RETAINED EARNINGS ACCOUNT
PROPOSAL #O.4: ACKNOWLEDGE 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 SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: APPOINT MR. NORBERT DENTRESSANGLE AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD, FOR A 4-YEAR PERIOD
PROPOSAL #O.6: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
CABINET PRICEWATERHOUSECOOPERS AUDIT AS THE STATUTORY
AUDITOR FOR A 6-YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
PATRICK FROTIEE AS THE DEPUTY AUDITOR FOR A 6-YEAR
PERIOD
PROPOSAL #O.8: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER NO N/A N/A
SUBSTITUTION TO THE AUTHORITY GIVEN BY RESOLUTION 14
OF THE SHAREHOLDERS MEETING OF 20 APR 2005, TO BUY
BACK THE COMPANY'S SHARES ON THE OPEN MARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 45.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10% OF THE SHARE CAPITAL, I.E. 187,160,500;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.9: GRANT ALL POWERS TO THE EXECUTIVE ISSUER NO N/A N/A
COMMITTEE, IN SUBSTITUTION TO THE AUTHORITY GIVEN BY
RESOLUTION 27 OF THE SHAREHOLDERS MEETING OF 20 APR
2005, TO REDUCE THE SHARE CAPITAL, ON ONE OR MORE
OCCASIONS AND AT ITS SOLE DISCRETION, BY CANCELING ALL
OR PART OF THE SHARES HELD BY THE COMPANY IN
CONNECTION WITH THE STOCK REPURCHASE PLAN DECIDED BY
RESOLUTION O.8, UP TO A MAXIMUM OF 10% OF THE SHARE
CAPITAL OVER A 24 MONTH PERIOD; AUTHORITY EXPIRES AT
THE END OF 18 MONTHS ; TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.10: GRANT ALL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: BAE SYS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORTS AND ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE THE FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT MR. SUSAN BIRLEY ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. CHRISTOPHER GEOGHEGAN ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. MICHAEL LESTER ISSUER YES FOR N/A
PROPOSAL #7.: ELECT MR. PHILIP CARROLL ISSUER YES FOR N/A
PROPOSAL #8.: ELECT MR. ROBERT QUARTA ISSUER YES FOR N/A
PROPOSAL #9.: ELECT MR. PETER WEINBERG ISSUER YES FOR N/A
PROPOSAL #10.: RE-APPOINT THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #11.: APPROVE REMUNERATION OF THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #12.: APPROVE THE PERFORMANCE SHARE PLAN ISSUER YES FOR N/A
PROPOSAL #13.: APPROVE THE SHARE MATCHING PLAN ISSUER YES FOR N/A
PROPOSAL #14.: AUTHORIZE THE POLITICAL EXPENDITURE UP ISSUER YES FOR N/A
TO SPECIFIED LIMITS - BAE SYSTEMS PLC
PROPOSAL #15.: AUTHORIZE THE POLITICAL EXPENDITURE UP ISSUER YES FOR N/A
TO SPECIFIED LIMITS - BAE SYSTEMS MARINE LIMITED
PROPOSAL #16.: AUTHORIZE THE POLITICAL EXPENDITURE UP ISSUER YES FOR N/A
TO SPECIFIED LIMITS - BAE SYSTEMS OPERATIONS LIMITED
PROPOSAL #17.: AUTHORIZE THE POLITICAL EXPENDITURE UP ISSUER YES FOR N/A
TO SPECIFIED LIMITS - BAE SYSTEMS MUNITIONS AND
ORDNANCE LIMITED
PROPOSAL #18.: AUTHORIZE THE POLITICAL EXPENDITURE UP ISSUER YES FOR N/A
TO SPECIFIED LIMITS - BAE SYSTEMS WEAPONS AND
VEHICLES LIMITED
PROPOSAL #19.: AUTHORIZE THE POLITICAL EXPENDITURE UP ISSUER YES FOR N/A
TO SPECIFIED LIMITS - BAE SYSTEMS HAGGLUNDS AB
PROPOSAL #20.: GRANT AUTHORITY TO ALLOT NEW SHARES ISSUER YES FOR N/A
PROPOSAL #S.21: APPROVE THE DISAPPLICATION OF PRE- ISSUER YES FOR N/A
EMPTION RIGHTS
PROPOSAL #S.22: APPROVE TO PURCHASE THE OWN SHARES ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: BANCO POPOLARE DI VERONA E NOVARA SCRL, VERONA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, THE BOARD OF AUDITORS AND THE AUDITING
COMPANY REPORT FOR THE BUSINESS YEAR 2005 AND IAS
COMPLIANT BALANCE SHEET PRESENTATION AS OF 31 DEC
2005, ALLOCATION OF NET PROFITS AND SUBSEQUENT
RESOLUTIONS AND CONSOLIDATED FINANCIAL STATEMENT AND
BALANCE SHEET
PROPOSAL #2.: APPROVE TO DETERMINE THE DIRECTORS ISSUER NO N/A N/A
AMOUNT OF PRESENCE RELATED EMOLUMENTS FOR THE BUSINESS
YEAR 2006
PROPOSAL #3.: APPOINT THE BOARD MEMBERS FOR THE 3 YEAR ISSUER NO N/A N/A
PERIOD 2006-2008
------------------------------------------------------------------------------------
ISSUER: BANCO SANTANDER CENTRAL HISPANO, SA, SANTANDER
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO APPROVE THE ANNUAL ACCOUNTS (BALANCE ISSUER YES FOR N/A
SHEET, INCOME STATEMENT, STATEMENTS OF CHANGES IN NET
ASSETS AND CASH FLOWS AND NOTES) AND THE MANAGEMENT OF
BANCO SANTANDER CENTRAL HISPANO, S.A. AND ITS
CONSOLIDATED GROUP FOR THE FISCAL YEAR ENDED DECEMBER
31, 2005
PROPOSAL #2.: TO APPROVE THE DISTRIBUTION OF PROFITS ISSUER YES FOR N/A
OBTAINED BY THE BANK DURING FISCAL YEAR 2005, IN THE
AMOUNT OF 2,605,008,826.24 EUROS, DISTRIBUTING THEM AS
FOLLOWS: EUROS 94,301.10 TO INCREASE THE VOLUNTARY
RESERVE; EUROS 2,604,914,525.14 FOR THE PAYMENT OF
DIVIDENDS, WHICH HAVE ALREADY BEEN PAID OUT PRIOR TO
THE DATE OF THE ORDINARY GENERAL SHAREHOLDERS
MEETING; EUROS 2,605,008,826.24 TOTAL
PROPOSAL #3.A: APPOINT MR. JAY S. SIDHU AS DIRECTOR; ISSUER YES AGAINST N/A
THIS APPOINTMENT IS SUBJECT TO THE CONDITION PRECEDENT
THAT, NOT LATER THAN 30 SEPTEMBER 2006, BANCO
SANTANDER CENTRAL HISPANO, S.A. ACQUIRES OWNERSHIP OF
A SIGNIFICANT EQUITY INTEREST OF AT LEAST 19.8% OF THE
CAPITAL OF THE ENTITY SOVEREIGN BANCORP, INC.
FULFILLMENT OF THE CONDITION PRECEDENT WILL BE
VERIFIED BY DELIVERY TO THE NATIONAL SECURITIES MARKET
COMMISSION OF AN APPROPRIATE NOTICE OF MATERIAL FACT
EVIDENCING THE ACQUISITION OF SUCH EQUITY INTEREST
PROPOSAL #3.B: RE-ELECT MR. FERNANDO DE ASUA ALVAREZ ISSUER YES AGAINST N/A
AS A DIRECTOR
PROPOSAL #3.C: RE-ELECT MR. ALFREDO SAENZ ABAD AS A ISSUER YES AGAINST N/A
DIRECTOR
PROPOSAL #3.D: RE-ELECT MS. ANA PATRICIA BOTIN-SANZ DE ISSUER YES AGAINST N/A
SAUTUOLA Y O SHEA AS A DIRECTOR
PROPOSAL #3.E: RE-ELECT MR. RODRIGO ECHENIQUE GORDILLO ISSUER YES AGAINST N/A
AS A DIRECTOR
PROPOSAL #3.F: RE-ELECT LORD BURNS AS A DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #4.: TO REAPPOINT AS AUDITOR THE FIRM ISSUER YES FOR N/A
DELOITTE, S.L., WITH A CORPORATE DOMICILE IN MADRID,
AT PLAZA PABLO RUIZ PICASSO, 1, TORRE PICASSO, AND TAX
IDENTIFICATION NUMBER B-79104469, IN ORDER TO VERIFY
THE ANNUAL ACCOUNTS AND MANAGEMENT REPORT OF THE BANK
AND OF THE CONSOLIDATED GROUP FOR FISCAL YEAR 2006
PROPOSAL #5.: TO RESCIND THE UNUSED PORTION OF THE ISSUER YES FOR N/A
AUTHORIZATION GRANTED BY THE SHAREHOLDERS ACTING AT
THE ORDINARY GENERAL SHAREHOLDERS MEETING OF JUNE 18,
2005 FOR THE DERIVATIVE ACQUISITION OF SHARES OF THE
BANK BY THE BANK AND THE SUBSIDIARIES COMPRISING THE
GROUP AND TO GRANT EXPRESS AUTHORIZATION FOR THE BANK
AND THE SUBSIDIARIES COMPRISING THE GROUP TO ACQUIRE
SHARES REPRESENTING THE CAPITAL STOCK OF THE BANK WITH
ANY COMPENSATION PERMITTED BY LAW, WITHIN THE LIMITS
OF THE LAW AND SUBJECT TO ALL LEGAL REQUIREMENTS, UP
TO A LIMIT - INCLUDING THE SHARES THEY ALREADY HOLD -
OF 312,714,828 SHARES OR, AS APPROPRIATE, THE NUMBER
OF SHARES EQUIVALENT TO 5 PERCENT OF THE CAPITAL STOCK
EXISTING AT ANY GIVEN TIME. SUCH SHARES SHALL BE
FULLY PAID-IN AT A MINIMUM PRICE PER SHARE EQUAL TO
THE PAR VALUE AND A MAXIMUM OF UP TO 3% OVER THE
LISTING PRICE ON THE ELECTRONIC MARKET OF THE SPANISH
STOCK EXCHANGES (INCLUDING THE BLOCK MARKET) ON THE
DATE OF ACQUISITION. THIS AUTHORIZATION MAY ONLY BE
EXERCISED WITHIN 18 MONTHS FROM THE DATE OF THE
SHAREHOLDERS MEETING. THE AUTHORIZATION INCLUDES THE
ACQUISITION OF SHARES, IF ANY, THAT MUST BE CONVEYED
DIRECTLY TO THE EMPLOYEES AND MANAGEMENT OF THE
COMPANY, OR THAT MUST BE CONVEYED AS A RESULT OF THE
EXERCISE OF THE OPTIONS THEY HOLD
PROPOSAL #6.A: THE FIRST PARAGRAPH OF ARTICLE 16 OF ISSUER YES FOR N/A
THE BY-LAWS IS AMENDED, WITH THE OTHER PARAGRAPHS OF
SUCH PROVISION REMAINING UNCHANGED. THE NEW TEXT OF
SUCH FIRST PARAGRAPH OF ARTICLE 16 IS AS FOLLOWS:
ARTICLE 16.- THE RIGHT TO ATTEND GENERAL SHAREHOLDERS
MEETINGS MAY BE DELEGATED TO ANY INDIVIDUAL OR LEGAL
PERSON.
PROPOSAL #6.B: ARTICLE 20 OF THE BY-LAWS IS AMENDED TO ISSUER YES FOR N/A
READ AS FOLLOWS: ARTICLE 20.- NOTICE OF ALL TYPES OF
MEETINGS SHALL BE GIVEN BY MEANS OF A PUBLIC
ANNOUNCEMENT IN THE OFFICIAL BULLETIN OF THE
COMMERCIAL REGISTRY AND IN ONE OF THE LOCAL
NEWSPAPERS HAVING THE LARGEST CIRCULATION IN THE
PROVINCE WHERE THE REGISTERED OFFICE IS LOCATED, AT
LEAST ONE MONTH PRIOR TO THE DATE SET FOR THE MEETING.
PROPOSAL #6.C: THE FIRST AND SECOND PARAGRAPHS OF ISSUER YES AGAINST N/A
ARTICLE 30 OF THE BY-LAWS ARE AMENDED, WITH THE LAST
PARAGRAPH OF SUCH PROVISION REMAINING UNCHANGED. THE
NEW TEXT OF SUCH FIRST AND SECOND PARAGRAPHS IS AS
FOLLOWS: ARTICLE 30.- THE BOARD OF DIRECTORS SHALL BE
COMPOSED OF A MINIMUM OF FOURTEEN DIRECTORS AND A
MAXIMUM OF TWENTY-TWO, TO BE APPOINTED BY THE
SHAREHOLDERS AT THE GENERAL SHAREHOLDERS MEETING.
ONE-FIFTH OF THE POSITIONS ON THE BOARD SHALL BE
RENEWED ANNUALLY, FOR WHICH PURPOSE THE LENGTH OF
SERVICE ON SUCH POSITIONS, ON THE BASIS OF THE DATE
AND ORDER OF THE RESPECTIVE APPOINTMENT, SHALL BE
OBSERVED. IN OTHER WORDS, A DIRECTOR SHALL BE IN
OFFICE FOR FIVE YEARS. DIRECTORS WHO CEASE TO HOLD
OFFICE MAY BE RE-ELECTED.
PROPOSAL #6.D: THE FIRST PARAGRAPH OF ARTICLE 38 OF ISSUER YES FOR N/A
THE BY-LAWS IS AMENDED, WITH THE OTHER PARAGRAPHS OF
SUCH PROVISION REMAINING UNCHANGED. THE NEW TEXT OF
SUCH FIRST PARAGRAPH IS AS FOLLOWS: ARTICLE 38.- THE
BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE OF THE
BANK SHALL RECEIVE, IN CONSIDERATION FOR THE
PERFORMANCE OF THEIR DUTIES AND AS A JOINT SHARE IN
THE INCOME FOR EACH FISCAL YEAR, AN AMOUNT EQUAL TO
ONE PERCENT THEREOF, PROVIDED, HOWEVER, THAT THE BOARD
MAY RESOLVE THAT SUCH PERCENTAGE BE REDUCED IN THOSE
YEARS IN WHICH IT SO DEEMS IT JUSTIFIED. IN ADDITION,
THE BOARD OF DIRECTORS SHALL DISTRIBUTE THE RESULTING
PAYMENT AMONG THE RECIPIENTS IN SUCH MANNER AND AMOUNT
AS MAY BE RESOLVED ANNUALLY WITH RESPECT TO EACH OF
THEM.
PROPOSAL #7.A: ARTICLE 5 OF THE BANK'S REGULATIONS FOR ISSUER YES FOR N/A
THE GENERAL SHAREHOLDERS MEETING IS AMENDED THROUGH
THE INSERTION OF A NEW THIRD PARAGRAPH, SUCH THAT THE
NEW TEXT OF THE PROVISION READS AS FOLLOWS: ARTICLE
5. ANNOUNCEMENT OF THE CALL TO MEETING THE GENERAL
SHAREHOLDERS MEETING MUST BE CALLED BY THE BOARD OF
DIRECTORS OF THE COMPANY BY MEANS OF AN ANNOUNCEMENT
PUBLISHED IN ACCORDANCE WITH THE PROVISIONS OF THE BY-
LAWS. NO LATER THAN THE DATE OF PUBLICATION OR, IN ANY
CASE, THE NEXT BUSINESS DAY, THE COMPANY SHALL SEND
THE ANNOUNCEMENT OF THE CALL TO MEETING TO THE
NATIONAL SECURITIES MARKET COMMISSION. THE TEXT OF THE
ANNOUNCEMENT SHALL ALSO BE ACCESSIBLE ON THE BANK'S
WEBSITE. THE ANNOUNCEMENT OF THE CALL TO MEETING SHALL
STATE THE DATE OF THE MEETING ON FIRST CALL AS WELL
AS ALL THE MATTERS TO BE ADDRESSED. FURTHERMORE, THE
ANNOUNCEMENT SHALL STATE THE DATE ON WHICH THE GENERAL
SHAREHOLDERS MEETING SHALL BE HELD ON SECOND CALL,
IF SUCH CALL OCCURS. THERE SHALL BE A PERIOD OF AT
LEAST TWENTY-FOUR HOURS BETWEEN THE FIRST AND SECOND
CALL. SHAREHOLDERS REPRESENTING AT LEAST FIVE (5%)
PERCENT OF THE SHARE CAPITAL MAY REQUEST THE
PUBLICATION OF A SUPPLEMENT TO THE CALL TO MEETING
INCLUDING ONE OR MORE ITEMS IN THE AGENDA. THIS RIGHT
MUST BE EXERCISED BY MEANS OF VERIFIABLE NOTICE THAT
MUST BE RECEIVED AT THE REGISTERED OFFICE WITHIN FIVE
(5) DAYS OF THE PUBLICATION OF THE CALL TO MEETING.
THE SUPPLEMENT TO THE CALL SHALL BE PUBLISHED AT LEAST
FIFTEEN (15) DAYS IN ADVANCE OF THE DATE SET FOR THE
MEETING. NOT LATER THAN THE DAY OF PUBLICATION OR, IN
ANY CASE, THE NEXT BUSINESS DAY, THE COMPANY SHALL
SEND THE SUPPLEMENT TO THE CALL TO MEETING TO THE
NATIONAL SECURITIES MARKET COMMISSION. SUCH SUPPLEMENT
SHALL ALSO BE ACCESSIBLE ON THE BANK'S WEBSITE.
PROPOSAL #7.B: ARTICLE 6 OF THE BANK'S REGULATIONS FOR ISSUER YES FOR N/A
THE GENERAL SHAREHOLDERS MEETING IS AMENDED THROUGH
THE INSERTION OF A SECOND PARAGRAPH IN SECTION 1
THEREOF, SUCH THAT THE NEW TEXT OF THE PROVISION READS
AS FOLLOWS: ARTICLE 6. INFORMATION AVAILABLE AS OF
THE DATE OF THE CALL TO MEETING 1. IN ADDITION TO WHAT
IS REQUIRED BY PROVISIONS OF LAW OR THE BY-LAWS,
BEGINNING ON THE DATE OF THE PUBLICATION OF THE CALL
TO THE GENERAL SHAREHOLDERS MEETING, THE COMPANY
SHALL PUBLISH ON ITS WEBSITE THE TEXT OF ALL
RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS WITH
RESPECT TO THE AGENDA ITEMS, UNLESS THE PROPOSALS ARE
NOT REQUIRED BY LAW OR THE BY-LAWS TO BE MADE
AVAILABLE TO THE SHAREHOLDERS AS OF THE DATE OF THE
CALL TO MEETING AND THE BOARD OF DIRECTORS DEEMS THAT
THERE ARE JUSTIFIED GROUNDS FOR NOT DOING SO.
FURTHERMORE, WHEN THERE IS A SUPPLEMENT TO THE CALL TO
MEETING, THE COMPANY SHALL, STARTING ON THE DATE OF
PUBLICATION THEREOF, ALSO PUBLISH ON ITS WEBSITE THE
TEXT OF THE PROPOSALS TO WHICH SUCH SUPPLEMENT REFERS
AND WHICH HAVE BEEN PROVIDED TO THE COMPANY. 2.
WITHOUT PREJUDICE TO THE PROVISIONS OF OTHER
PARAGRAPHS OF THESE REGULATIONS AND THE REQUIREMENTS
OF ANY LEGAL PROVISIONS, BEGINNING ON THE DATE OF THE
ANNOUNCEMENT OF THE CALL TO MEETING, SUCH INFORMATION
AS IS DEEMED APPROPRIATE TO FACILITATE THE ATTENDANCE
OF THE SHAREHOLDERS AT THE GENERAL SHAREHOLDERS
MEETING AND THEIR PARTICIPATION THEREIN SHALL ALSO BE
CONTAINED IN THE COMPANY'S WEBSITE, INCLUDING: (I) A
FORM OF ATTENDANCE CARD AND, IF APPROPRIATE, ALL OTHER
DOCUMENTS THAT MUST BE USED TO GRANT PROXIES, WITH AN
INDICATION OF THE PROCEDURE TO OBTAIN THE PERTINENT
ORIGINALS. (II) INFORMATION ON WHERE THE MEETING WILL
BE HELD, DESCRIBING, IF APPROPRIATE, HOW TO GAIN
ACCESS TO THE ROOM. (III) DESCRIPTION OF THE
MECHANISMS THAT MAY BE USED FOR GRANTING PROXIES AND
DISTANCE VOTING; (IV) INFORMATION, IF APPROPRIATE, ON
SYSTEMS OR PROCEDURES TO FACILITATE LISTENING IN ON
THE MEETING, SUCH AS MEANS FOR SIMULTANEOUS
INTERPRETATION, BROADCAST USING AUDIOVISUAL MEDIA,
INFORMATION IN OTHER LANGUAGES, ETC.
PROPOSAL #7.C: THE FIRST PARAGRAPH OF ARTICLE 8 OF THE ISSUER YES FOR N/A
BANK'S REGULATIONS FOR THE GENERAL SHAREHOLDERS
MEETING IS AMENDED, WITH THE OTHER PARAGRAPHS
REMAINING UNCHANGED, SUCH THAT THE NEW TEXT OF SUCH
ARTICLE 8 READS AS FOLLOWS: ARTICLE 8. PROXIES
WITHOUT PREJUDICE TO THE PROVISIONS OF THE BY-LAWS,
THE RIGHT TO ATTEND THE GENERAL SHAREHOLDERS MEETING
MAY BE DELEGATED TO ANY INDIVIDUAL OR LEGAL PERSON.
INDIVIDUAL SHAREHOLDERS NOT ENJOYING FULL RIGHTS UNDER
CIVIL LAW, AND LEGAL ENTITIES HOLDING SHARES, MAY BE
REPRESENTED BY LEGAL REPRESENTATIVES WHO HAVE BEEN
DULY VERIFIED. IN SUCH CASES, AS WELL AS IN THE EVENT
A SHAREHOLDER DELEGATES HIS RIGHT TO ATTEND, NO
SHAREHOLDER MAY HAVE MORE THAN ONE REPRESENTATIVE AT
THE SHAREHOLDERS MEETING. PROXY REPRESENTATION
CONFERRED UPON ONE WHO IS LEGALLY INELIGIBLE TO HOLD
SUCH PROXY SHALL BE NULL AND VOID. A PROXY IS ALWAYS
REVOCABLE. ATTENDANCE AT THE SHAREHOLDERS MEETING,
WHETHER PHYSICALLY OR BY CASTING A DISTANCE VOTE,
SHALL BE EQUIVALENT TO THE REVOCATION OF SUCH PROXY,
REGARDLESS OF THE DATE THEREOF. A PROXY SHALL ALSO BE
RENDERED VOID BY ANY TRANSFER OF SHARES OF WHICH THE
COMPANY BECOMES AWARE. IN CASES WHERE THE DIRECTORS OF
THE COMPANY MAKE A PUBLIC SOLICITATION FOR PROXIES,
THE RULES CONTAINED IN THE COMPANIES LAW, THE
SECURITIES MARKET LAW AND RULES AND REGULATIONS
FURTHER ELABORATING UPON THE PROVISIONS THEREOF SHALL
APPLY. IN PARTICULAR, THE DOCUMENT EVIDENCING THE
PROXY MUST CONTAIN OR ATTACH THE AGENDA, AS WELL AS
THE SOLICITATION OF INSTRUCTIONS FOR THE EXERCISE OF
VOTING RIGHTS AND THE WAY IN WHICH THE PROXY-HOLDER
WILL VOTE IN THE EVENT THAT SPECIFIC INSTRUCTIONS ARE
NOT GIVEN, SUBJECT IN ALL CASES TO THE PROVISIONS OF
LAW. THE DELEGATION MAY ALSO INCLUDE THOSE MATTERS
THAT THE LAW ALLOWS TO BE DEALT WITH AT THE GENERAL
SHAREHOLDERS MEETING EVEN WHEN NOT PROVIDED FOR IN
THE AGENDA. IF THE DELEGATION DOES NOT INCLUDE THEM,
IT SHALL BE UNDERSTOOD THAT THE SHAREHOLDER
REPRESENTED INSTRUCTS HIS REPRESENTATIVE TO ABSTAIN
FROM VOTING ON THOSE ITEMS. WITHOUT PREJUDICE TO THE
PROVISIONS OF ARTICLE 108 OF THE COMPANIES LAW,
PROXIES SHALL BE CONFERRED PURSUANT TO THE PROVISIONS
OF ARTICLE 106.2 THEREOF. WHEN A PROXY IS GRANTED BY
REMOTE MEANS OF COMMUNICATION, IT SHALL ONLY BE DEEMED
VALID IF THE GRANT IS MADE: A) BY HAND-DELIVERY OR
POSTAL CORRESPONDENCE, SENDING THE COMPANY THE DULY
SIGNED ATTENDANCE CARD AND PROXY, OR BY OTHER WRITTEN
MEANS THAT, IN THE JUDGMENT OF THE BOARD OF DIRECTORS
RECORDED IN A RESOLUTION ADOPTED FOR SUCH PURPOSE,
ALLOWS FOR DUE CONFIRMATION OF THE IDENTITY OF THE
SHAREHOLDER GRANTING THE PROXY AND OF THE
REPRESENTATIVE BEING APPOINTED, OR B) BY ELECTRONIC
CORRESPONDENCE OR COMMUNICATION WITH THE COMPANY,
INCLUDING AN ELECTRONIC COPY OF THE ATTENDANCE CARD
AND THE PROXY; SUCH ELECTRONIC COPY SHALL SPECIFY THE
REPRESENTATION BEING GRANTED AND THE IDENTITY OF THE
PARTY REPRESENTED, AND SHALL INCLUDE THE DIGITAL
SIGNATURE OR OTHER FORM OF IDENTIFICATION OF THE
SHAREHOLDER BEING REPRESENTED, IN ACCORDANCE WITH THE
CONDITIONS SET BY THE BOARD OF
PROPOSAL #8.: TO RESCIND AND NULLIFY RESOLUTION 6.II) ISSUER YES FOR N/A
OF THE SHAREHOLDERS ACTING AT THE ORDINARY GENERAL
SHAREHOLDERS MEETING OF JUNE 18, 2005 AND TO DELEGATE
TO THE BOARD OF DIRECTORS, PURSUANT TO THE PROVISIONS
OF SECTION 153.1.A) OF THE COMPANIES LAW, THE
BROADEST POWERS TO DO THE FOLLOWING WITHIN ONE YEAR
FROM THE DATE OF THIS GENERAL SHAREHOLDERS MEETING:
SET THE DATE AND TERMS, IN ALL MATTERS NOT PROVIDED
FOR BY THE SHAREHOLDERS THEMSELVES ACTING AT THE
GENERAL SHAREHOLDERS MEETING, FOR A CAPITAL INCREASE
APPROVED AT THIS GENERAL SHAREHOLDERS MEETING, IN THE
AMOUNT OF THREE HUNDRED SEVENTY-FIVE MILLION EUROS.
IN EXERCISING THESE DELEGATED POWERS, THE BOARD OF
DIRECTORS SHALL (BY WAY OF EXAMPLE AND NOT LIMITATION)
DETERMINE IF THE CAPITAL INCREASE SHALL BE CARRIED
OUT BY ISSUING NEW SHARES - WITH OR WITHOUT A PREMIUM
AND WITH OR WITHOUT VOTING RIGHTS - OR BY INCREASING
THE PAR VALUE OF EXISTING SHARES, THROUGH NEW CASH
CONTRIBUTIONS OR BY CHARGING THE INCREASE TO FREELY
AVAILABLE RESERVES, OR SOME COMBINATION OF THE TWO
METHODS; DETERMINE THE DEADLINE FOR EXERCISING PRE-
EMPTIVE SUBSCRIPTION RIGHTS OR FOR GRATUITOUS
ASSIGNMENT IN THE EVENT OF THE ISSUANCE OF NEW SHARES;
FREELY OFFER THE SHARES NOT SUBSCRIBED BY SUCH
DEADLINE; ESTABLISH THAT, IN THE EVENT THE ISSUE IS
NOT FULLY SUBSCRIBED, THE CAPITAL WILL BE INCREASED
ONLY BY THE AMOUNT OF THE ACTUAL SUBSCRIPTIONS; AND
REWORD THE ARTICLE OF THE COMPANY'S BYLAWS PERTAINING
TO SHARE CAPITAL. IF THE BOARD OF DIRECTORS HAS NOT
EXERCISED THE POWERS DELEGATED TO IT WITHIN THE PERIOD
PROVIDED BY THE SHAREHOLDERS ACTING AT THE
SHAREHOLDERS MEETING FOR CARRYING OUT THIS
RESOLUTION, SUCH POWERS SHALL BECOME VOID ONCE THE
DEADLINE HAS PASSED; THE BOARD OF DIRECTORS IS ALSO
AUTHORIZED TO DELEGATE TO THE EXECUTIVE COMMITTEE THE
DELEGABLE POWERS GRANTED PURSUANT TO THIS RESOLUTION
PROPOSAL #9.: TO EMPOWER THE BOARD OF DIRECTORS, ISSUER YES FOR N/A
PURSUANT TO THE GENERAL RULES FOR THE ISSUANCE OF
DEBENTURES AND PURSUANT TO THE PROVISIONS OF ARTICLE
319 OF THE REGULATIONS OF THE COMMERCIAL REGISTRY, TO
ISSUE IN ONE OR SEVERAL TRANCHES UP TO THE SUM OF
THIRTY-FIVE BILLION EUROS OR THE EQUIVALENT THEREOF IN
ANOTHER CURRENCY, IN FIXED INCOME SECURITIES, IN ANY
OF THE FORMS PERMITTED BY LAW, INCLUDING BONDS,
CERTIFICATES, NOTES, AND DEBENTURES, INCLUDING SUCH
SUBORDINATED OBLIGATIONS AS ARE SET FORTH IN
SUBSECTION 1 OF SECTION 7 OF LAW 13 OF MAY 25, 1985
AND SECTION 20.1 OF ROYAL DECREE 1343 OF NOVEMBER 6,
1992. THESE SECURITIES MAY BE UNSECURED OR CARRY
GUARANTEES OF ANY KIND, INCLUDING MORTGAGE BACKING.
THEY MAY BE REPRESENTED BY CERTIFICATES OR MAY BE BOOK
ENTRY SECURITIES. THE SECURITIES ISSUED UNDER THIS
AUTHORIZATION SHALL BE NUMBERED CONSECUTIVELY FOR EACH
ISSUE, BEGINNING WITH THE NUMBER 1 (ONE). EACH ISSUE
SHALL CONSTITUTE A SINGLE SERIES. THE SECURITIES MAY
BE FULLY OR PARTIALLY EXCHANGEABLE FOR EXISTING SHARES
IN THE ISSUING COMPANY ITSELF OR FOR SHARES IN OTHER
ENTITIES. IF THEY ARE EXCHANGEABLE, SUCH EXCHANGE MAY
BE VOLUNTARY OR MANDATORY. IF VOLUNTARY, SUCH EXCHANGE
MAY BE AT THE OPTION OF THE HOLDER OF THE SECURITIES
OR OF THE ISSUER. THEY MAY ALSO INCLUDE AN OPTION TO
BUY SUCH SHARES. THE SECURITIES MAY BE ISSUED IN
SPANISH TERRITORY OR ABROAD, UNDER SPANISH OR FOREIGN
LAW. THEY MAY BE DENOMINATED IN SPANISH OR FOREIGN
CURRENCY, NOTWITHSTANDING THAT IF DENOMINATED IN
FOREIGN CURRENCY THE EQUIVALENT THEREOF IN EUROS SHALL
BE STATED. THE BOARD OF DIRECTORS IS EMPOWERED TO
FREELY DETERMINE ALL OTHER TERMS OF THE ISSUE(S), AS
WELL AS WHETHER EACH ISSUE IS PERPETUAL OR
AMORTIZABLE. IF AMORTIZABLE, IT MAY DETERMINE THE
AMORTIZATION SCHEDULE, ALL WITHIN THE LIMITS SET BY
LAW. FURTHERMORE, IN GENERAL, IT MAY EXECUTE WITHOUT
ANY LIMITATION WHATSOEVER ANY PUBLIC OR PRIVATE
INSTRUMENTS REQUIRED OR THAT THE BOARD MAY DEEM
ADVISABLE IN ORDER TO CARRY OUT THIS RESOLUTION. IT
MAY ALSO, AS APPROPRIATE, DESIGNATE THE STATUTORY
AUDITOR AND APPROVE THE BASIC RULES THAT SHALL GOVERN
THE LEGAL RELATIONSHIP BETWEEN THE BANK AND THE
SYNDICATE HOLDING THE SECURITIES ISSUED. WITH RESPECT
TO THE LIMIT TO THE DELEGATION, THE STATED AMOUNT OF
THIRTY-FIVE BILLION EUROS CONSTITUTES THE MAXIMUM
GLOBAL LIMIT FOR THE FACE VALUE AMOUNT THAT MAY BE
OUTSTANDING AT ANY GIVEN TIME FOR NOTES OR SIMILAR
SECURITIES ISSUED PLUS THE FACE VALUE ISSUED FOR ALL
OTHER SECURITIES LIKEWISE ISSUED UNDER THIS
AUTHORIZATION CONFERRED UPON THE BOARD OF DIRECTORS.
THIS POWER MAY BE EXERCISED BY THE BOARD OF DIRECTORS
WITHIN A PERIOD OF FIVE YEARS FROM THE DATE THE
RESOLUTION IS ADOPTED BY THE SHAREHOLDERS AT THE
SHAREHOLDERS MEETING, AFTER WHICH TIME ANY PORTION
THEREOF THAT HAS NOT BEEN EXERCISED SHALL BE
CANCELLED. IT IS STATED FOR THE RECORD, AS PROVIDED BY
SECTION 111 BIS OF LAW 24 OF JULY 28, 1988 AND THE
FOURTH ADDITIONAL PROVISION OF LAW 26 OF JULY 29,
1988, THAT THE LIMITATION REGARDING THE ISSUANCE OF
DEBENTURES SET FORTH IN SUBSECTION 1 OF SECT
PROPOSAL #10.: TO APPROVE THE INCENTIVE PLAN FOR 185 ISSUER YES FOR N/A
MANAGERS OF ABBEY NATIONAL PLC LINKED TO FULFILLMENT
OF THE 2005-2007 OBJECTIVES, WHICH IS STRUCTURED AS
THE DELIVERY OF UP TO A MAXIMUM OF 3,150,000 SHARES OF
BANCO SANTANDER CENTRAL HISPANO, S.A., REPRESENTING
APPROXIMATELY 0.05% OF THE 6,254,296,579 SHARES
CURRENTLY MAKING UP ITS SHARE CAPITAL. THE DELIVERY OF
THE SHARES, WITHOUT ANY CONSIDERATION OR
RESTRICTIONS, WILL OCCUR, IF APPROPRIATE, IN 2008,
UPON VERIFICATION OF ACHIEVEMENT OF THE OBJECTIVES
ASSOCIATED WITH THE PLAN, PURSUANT TO THE FOLLOWING
RULES: (I) ACHIEVING IN FISCAL YEAR 2007 AN
ATTRIBUTABLE NET PROFIT OF AT LEAST 890 MILLION POUNDS
STERLING AND INCOME OF AT LEAST 2,800 MILLION POUNDS
STERLING; UPON THE ACHIEVEMENT OF BOTH OBJECTIVES, THE
AFOREMENTIONED MAXIMUM OF 3,150,000 SHARES WOULD BE
DELIVERED; (II) IF, INSTEAD OF THE OBJECTIVES SET
FORTH IN PARAGRAPH (I) ABOVE, 850 MILLION AND 2,750
MILLION POUNDS STERLING IN ATTRIBUTABLE NET PROFIT AND
INCOME, RESPECTIVELY, ARE ACHIEVED IN FISCAL YEAR
2007, UP TO 75% OF THE NUMBER OF SHARES INITIALLY
PROVIDED, I.E., 2,362,500 SHARES, WOULD BE DELIVERED;
(III) IN THE EVENT THAT AMOUNTS BETWEEN THE AMOUNTS
CONTEMPLATED IN PARAGRAPHS (I) AND (II) ABOVE ARE
OBTAINED, A LINEAR MATRIX PROGRESSION WOULD BE APPLIED
COMBINING THE DEGREE OF ACHIEVEMENT OF BOTH
OBJECTIVES, WHICH WOULD ENTAIL THE DELIVERY OF BETWEEN
2,362,501 AND 3,149,999 SHARES. (IV) IF THE MINIMUM
AMOUNT SET FORTH IN PARAGRAPH (II) ABOVE IS NOT
ATTAINED FOR EITHER OF THE TWO OBJECTIVES, NO SHARES
WILL BE DELIVERED. THE PROFITS AND INCOME WILL BE
MEASURED BY THE DATA CORRESPONDING TO THE CONSOLIDATED
ABBEY SUBGROUP REFLECTED IN THE CONSOLIDATED ACCOUNTS
OF THE SANTANDER GROUP. WITHOUT PREJUDICE TO THE
PROVISIONS OF A GENERAL NATURE IN THE FOLLOWING
RESOLUTION 11, THE BOARD OF DIRECTORS IS AUTHORIZED,
ON THE BROADEST TERMS ALLOWED BY LAW AND WITH THE
EXPRESS POWER OF SUBSTITUTION TO THE EXECUTIVE
COMMITTEE, TO CARRY OUT ANY ACTS NECESSARY OR MERELY
APPROPRIATE TO IMPLEMENT THE DEPLOYMENT OF THE
INCENTIVE PLAN (INCLUDING MEASUREMENT OF THE EXTENT TO
WHICH THE OBJECTIVES HAVE BEEN ACHIEVED), AND MAY
FURTHER DEVELOP AND DEFINE, TO THE EXTENT NEEDED, THE
RULES PROVIDED FOR HEREIN. ALL OF THE FOREGOING IS
DEEMED TO BE WITHOUT PREJUDICE TO THE ACTIONS OF THE
DECISION-MAKING BODIES OF ABBEY NATIONAL PLC. ALREADY
PERFORMED OR WHICH ARE PERFORMED IN THE FUTURE IN THE
EXERCISE OF ANY OF THE POWERS GRANTED TO THEM WITHIN
THE FRAMEWORK ESTABLISHED BY THIS RESOLUTION OF THE
SHAREHOLDERS ACTING AT A MEETING TO DEPLOY THE PLAN
AND SET, DEVELOP AND DEFINE THE RULES THEREOF,
INCLUDING, BY WAY OF EXAMPLE ONLY, THE DISTRIBUTION OF
THE SHARES TO THE RECIPIENTS OR THE ESTABLISHMENT OF
RULES APPLICABLE IN THE EVENT THAT ONE OF THEM LEAVES
THE GROUP PRIOR TO THE DEADLINE FOR ACHIEVING THE
PROPOSAL #11.: TO AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
INTERPRET, CURE, SUPPLEMENT, CARRY OUT AND DEVELOP THE
FOREGOING RESOLUTIONS, INCLUDING THE ADAPTATION
THEREOF TO VERBAL OR WRITTEN EVALUATIONS OF THE
COMMERCIAL REGISTRY OR ANY OTHER AUTHORITIES,
OFFICIALS OR INSTITUTIONS WHICH ARE COMPETENT TO DO
SO, AS WELL AS TO COMPLY WITH WHATSOEVER CONDITIONS
MAY BE LEGALLY REQUIRED FOR THE EFFECTIVENESS THEREOF,
AND PARTICULARLY TO DELEGATE TO THE EXECUTIVE
COMMITTEE ALL OR A PORTION OF THE POWERS RECEIVED FROM
THE SHAREHOLDERS AT THIS GENERAL MEETING BY VIRTUE OF
THE PRECEDING RESOLUTIONS AS WELL AS THIS RESOLUTION;
AND TO AUTHORIZE MR. EMILIO BOTIN-SANZ DE SAUTUOLA Y
GARCIA DE LOS RIOS, MR. ALFREDO SAENZ ABAD, MR. MATIAS
RODRIGUEZ INCIARTE, MR. IGNACIO BENJUMEA CABEZA DE
VACA AND MR. JUAN GUITARD MARIN SO THAT ANY OF THEM,
SEVERALLY, AND WITHOUT PREJUDICE TO ANY OTHER EXISTING
POWER TO RECORD THE RESOLUTIONS IN A PUBLIC
INSTRUMENT, MAY APPEAR BEFORE A NOTARY PUBLIC AND
AUTHORIZE ON BEHALF OF THE BANK ANY PUBLIC INSTRUMENTS
THAT MAY BE REQUIRED OR APPROPRIATE WITH RESPECT TO
THE RESOLUTIONS ADOPTED BY THE SHAREHOLDERS AT THIS
GENERAL SHAREHOLDERS MEETING. IN ADDITION, THE
FOREGOING GENTLEMEN ARE ALSO SEVERALLY EMPOWERED TO
CARRY OUT THE REQUIRED FILING OF THE ANNUAL ACCOUNTS
AND OTHER DOCUMENTATION WITH THE COMMERCIAL REGISTRY
------------------------------------------------------------------------------------
ISSUER: BANK HAPOALIM B M
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/10/2005 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.: ELECT THE NEW DIRECTORS ISSUER YES FOR N/A
PROPOSAL #3.: RE-ELECT ONE EXTERNAL DIRECTOR MR. IDO ISSUER YES FOR N/A
DISENCHIC FOR AN ADDITIONAL PERIOD OF 3 YEARS IN
ACCORDANCE WITH PROVISION OF LAW
PROPOSAL #4.1: APPROVE THE PAYMENT TO THE DIRECTORS ISSUER YES FOR N/A
WITH THE EXCEPTION OF MR. S. NEHAMA, THE CHAIRMAN AND
MR. DAN DANKNER, A CONTROLLING SHAREHOLDER, OF ANNUAL
REMUNERATION ILS 93,810 AND MEETING ATTENDANCE FEES
ILS 2,500 PER MEETING
PROPOSAL #4.2: APPROVE THE TERMS OF OFFICE OF THE ISSUER YES FOR N/A
CHAIRMAN, THE MAIN POINTS OF WHICH ARE AS FOLLOWS:-
MONTHLY SALARY ILS 131,000 INDEX LINKED; SEVERANCE
COMPENSATION 2.5 SALARIES PER ANNUM; 6 MONTHS
SEVERANCE ADJUSTMENT PAY; ANCILLARY PAYMENTS IDENTICAL
TO THAT OF THE CEO; PROVIDED THAT THE NET ANNUAL
PROFIT RETURN ON SHAREHOLDERS EQUITY IS IN EXCESS OF
12%, THE CHAIRMAN WILL BE ENTITLED TO A BONUS BASED ON
THE RETURN, AGGREGATED AS SPECIFIED AND THE CHAIRMAN
WILL ALSO BE ENTITLED TO AN ADDITIONAL ANNUAL BONUS ON
SLIDING SCALE BASED ON THE RATE OF PROFIT IN EXCESS
OF 1%, IN RELATION TO THE BALANCE SHEET ASSET VALUE OF
THE BANK AS SPECIFIED
PROPOSAL #5.: APPROVE THE ENGAGEMENT OF MR. DAN ISSUER YES FOR N/A
DANKNER AS BOARD CHAIRMAN OF ISRACARD LIMITED
ISRACARD AND BY COMPANIES IN THE POALIM CAPITAL
MARKETS GROUP P. CAPITAL MARKETS , ALL OF WHICH ARE
FULLY OWNED SUBSIDIARIES OF THE BANK, UPON TERMS THE
MAIN POINTS OF WHICH ARE AS FOLLOWS:- MONTHLY SALARIES
- ISRACARD ILS 80,000, P. CAPITAL MARKETS MS 34,000,
INDEX LINKED; SEVERANCE COMPENSATION AND ADJUSTMENT AS
IN RESOLUTION 4.2; USUAL ANCILLARY PAYMENTS; PROVIDED
THAT THE NET ANNUAL PROFIT RETURN ON SHAREHOLDERS
EQUITY IS IN EXCESS OF 12%, THE CHAIRMAN WILL BE
ENTITLED TO AN ANNUAL BONUS BASED ON THE NET PROFIT
RETURN ON SHAREHOLDERS EQUITY, AGGREGATED AS FOLLOWS:
IF RETURN IS LESS THAN 12%, NO BONUS, IF IN EXCESS OF
12% - 0.37% ON RETURN FROM 7-11%, 0.44% ON RETURN FROM
11-15%, 0.49% ON RETURN ABOVE 15%; PLUS ADDITIONAL
ANNUAL BONUS ON SLIDING SCALE BASED ON THE RATE OF
PROFIT IN RELATION TO THE ASSET VALUE OF THE BANK
EQUAL TO THAT OF THE CHAIRMAN AS IN RESOLUTION 4.2
PROPOSAL #6.: RE-APPOINT ZIV HAFT, ACCOUNTANTS, AND ISSUER YES FOR N/A
SOMECH CHAIKIN, ACCOUNTANTS, AS THE BANK'S AUDITING
CPAS FOR THE YEAR 2005 AND AUTHORIZE THE BOARD TO
DETERMINE THEIR REMUNERATION AND RECEIPT OF REPORT AS
TO REMUNERATION IN 2004
PROPOSAL #7.: RATIFY D&O INSURANCE COVER FOR THE YEAR ISSUER YES AGAINST N/A
19 FEB 2005-06 IN THE AMOUNT OF ILS 200 MILLION AND
PREMIUM ILS 2.698 MILLION
PROPOSAL #8.1: AMEND THE ARTICLES OF ASSOCIATION SO AS ISSUER YES FOR N/A
TO CLARIFY THE QUORUM AT BOARD MEETINGS, NAMELY 1
HALF OF THE MEMBERS OF THE BOARD
PROPOSAL #8.2: AMEND THE ARTICLES SO AS TO ADAPT THE ISSUER YES FOR N/A
PROVISIONS RELATING TO LIABILITY EXEMPTION AND
INDEMNITY OF D&O TO RECENT AMENDMENTS OF THE COMPANIES
LAW AND THE PROVISIONS WILL LIMIT THE AGGREGATE
AMOUNT OF INDEMNITY TO 25% OF SHAREHOLDERS EQUITY LAST
PUBLISHED PRIOR TO PAYMENT
PROPOSAL #9.1: ADOPT THE PROVISIONS OF D&O INDEMNITY ISSUER YES FOR N/A
UNDERTAKINGS TO THE RECENT AMENDMENT OF THE COMPANIES
LAW WITH REGARD TO THOSE D&O WHO ARE NOT REGARDED AS
THE OWNERS OF MEANS OF CONTROL
PROPOSAL #9.2: ADOPT THE PROVISIONS OF D&O INDEMNITY ISSUER YES FOR N/A
UNDERTAKINGS TO THE RECENT AMENDMENT OF THE COMPANIES
LAW WITH REGARD TO THOSE D&O WHO ARE REGARDED AS THE
OWNERS OF MEANS OF CONTROL
------------------------------------------------------------------------------------
ISSUER: BANK HAPOALIM B M
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/8/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPOINT MS. NIRA DROR AS AN EXTERNAL ISSUER YES ABSTAIN N/A
DIRECTOR OF THE BANK
PROPOSAL #2.: APPOINT MS. PENINA DVORIN AS A DIRECTOR ISSUER YES ABSTAIN N/A
OF THE BANK
PROPOSAL #3.1: RATIFY THE CHANGE IN THE PERIOD OF THE ISSUER YES ABSTAIN N/A
D&O INSURANCE IN THE AMOUNT OF USD 175 MILLION SO AS
TO COVER THE PERIOD UNTIL 01 JUN 2007; THE PREMIUM IN
RESPECT OF THE NEW PERIOD OF 530 DAYS IS USD 3,278,000
PROPOSAL #3.2: RATIFY THE INCLUSION OF MR. DAN DANKER, ISSUER YES ABSTAIN N/A
A CONTROLLING SHAREHOLDER, IN THE INSURANCE
PROPOSAL #4.1: AMEND THE ARTICLES OF ASSOCIATION BY ISSUER YES ABSTAIN N/A
THE ADDITION OF A PROVISION ENABLING SHAREHOLDERS TO
VOTE AT GENERAL MEETINGS IN WRITING OR BY INTERNET
PROPOSAL #4.2: AMEND THE ARTICLES OF ASSOCIATION BY ISSUER YES ABSTAIN N/A
THE CLARIFY THE AFFECT THAT IN THE VERSION OF THE
PROVISIONS RELATING THE D&O INDEMNITY AND INSURANCE
WHICH WERE APPROVED BY THE GENERAL MEETING IN NOV
2005, AS A RESULT OF A CLERICAL ERROR THE PROVISIONS
RELATING TO THE INSURANCE COVER OF D&O WERE OMITTED :
THAT THE ORIGINAL INSURANCE PROVISIONS REMAIN VALID
PROPOSAL #5.: APPROVE, SUBJECT TO THE APPOINTMENT OF ISSUER YES ABSTAIN N/A
NEW DIRECTORS AS IN RESOLUTIONS 1 AND 2, BY THE GRANT
OF AN INDEMNITY UNDERTAKING TO THE NEW DIRECTORS ON
THE SAME TERMS AS ALREADY APPROVED BY THE GENERAL
MEETING IN RESPECT OF THE OFFICIATING DIRECTORS,
LIMITED IN THE AGGREGATE FOR ALL D&O TO 25% OF THE
SHAREHOLDERS EQUITY LAST PUBLISHED BEFORE INDEMNITY
PAYMENT
------------------------------------------------------------------------------------
ISSUER: BANK LEUMI LE ISRAEL B M TEL AVIV
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND REGULATION 89 OF THE BANK'S ISSUER YES ABSTAIN N/A
REGULATIONS IN ORDER TO TRANSFER A DIRECTOR FROM HIS
POSITION BY WAY OF A RESOLUTION AT THE GENERAL MEETING
CARRIED BY A SIMPLE MAJORITY INSTEAD OF A MAJORITY OF
75% OF THE PARTICIPANTS; THIS IS WITH THE BACKGROUND
OF THE BANK'S PRIVATIZATION
PROPOSAL #2.: AMEND REGULATION 143 OF THE REGULATIONS ISSUER YES ABSTAIN N/A
REGARDING INSURANCE, INDEMNIFICATION AND EXEMPTION,
WITH A BY REPLACING IT WITH A NEW REGULATION
------------------------------------------------------------------------------------
ISSUER: BANK LEUMI LE-ISRAEL
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/2/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PAYMENT OF A DIVIDEND IN ISSUER YES FOR N/A
RESPECT OF MONTH ENDING SEP 2005 AT THE RATE OF 78% OF
THE PAID UP SHARE CAPITAL TO BE PAID ON 28 FEB 2006
PROPOSAL #2.: APPROVE THE EMPLOYEES OPTION PLAN IN ISSUER YES AGAINST N/A
ACCORDANCE WITH WHICH 84,853,960 OPTIONS WILL ALLOTTED
TO THE EMPLOYEES, INCLUDING 122,644 TO THE CHAIRMAN
OF THE BOARD AND 156,659 TO THE CEO, EXERCISABLE OF
SHARES, IN TWO STAGES COMMENCING 2 YEARS AFTER
ALLOTMENT, AT AN EXERCISE PRICE OF ILS 13.465 LINKED
TO THE CONSUMER PRICES INDEX, THE AGGREGATE
THEORETICAL ECONOMIC VALUE OF ALL OF THE OPTIONS
TOTALS ILS 464 MILLION IN ACCORDANCE WITH THE BLACK &
SCHOLES FORMULA
PROPOSAL #3.: APPROVE, IN THE FRAME OF THE ABOVE ISSUER YES AGAINST N/A
OPTION PLAN, THE ALLOTMENT OF 122,644 TO THE CHAIRMAN
OF THE BOARD
PROPOSAL #4.: APPROVE OF THE PRESERVATION OF THE ISSUER YES AGAINST N/A
RIGHTS OF THE EMPLOYEES FOR A PERIOD OF 5 YEARS, AND
CONFIRMATION THAT SUCH TRANSACTION DOES NOT PREJUDICE
THE INTERESTS OF THE BANK
PROPOSAL #5.: AMEND THE TERMS OF THE INDEMNITY ISSUER YES FOR N/A
UNDERTAKINGS GRANTED TO THE DIRECTORS, IN SUCH MANNER
THAT, IN ACCORDANCE WITH THE AMENDMENT TO THE
COMPANIES LAW, AND THE AMENDMENT TO THE ARTICLES OF
THE BANK, THE INDEMNITY WILL BE EXTENDED TO INCLUDE
REASONABLE EXPENSES, INCLUDING LAWYERS FEES, IN
RESPECT OF AN INVESTIGATION AGAINST A DIRECTOR WHICH
ENDS WITHOUT CRIMINAL ACCUSATION AND WITHOUT THE
IMPOSITION OF MONETARY OBLIGATION
------------------------------------------------------------------------------------
ISSUER: BANK OF NOVA SCOTIA
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: ELECT MR. RONALD A. BRENNEMAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.2: ELECT MR. C.J. CHEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.3: ELECT MR. N. ASHLEIGH EVERETT AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.4: ELECT MR. JOHN C. KERR AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.5: ELECT HONORABLE. MICHAEL J.L. KIRBY A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.6: ELECT MR. LAURENT LEMAIRE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.7: ELECT MR. JOHN T. MAYBERRY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.8: ELECT HONORABLE. BARBARA J. MCDOUGALL ISSUER YES FOR N/A
AS A DIRECTOR
PROPOSAL #A.9: ELECT MS. ELIZABETH PARR-JOHNSTON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.10: ELECT MR. A.E. ROVZAR DE LA TORRE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.11: ELECT MR. ARTHUR R.A. SCACE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.12: ELECT MR. GERALD W. SCHWARTZ AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.13: ELECT MR. ALLAN C. SHAW AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.14: ELECT MR. PAUL D. SOBEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.15: ELECT MR. BARBARA S. THOMAS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.16: ELECT MR. RICHARD E. WAUGH AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #B.: APPOINT KPMG LLP AS THE AUDITOR ISSUER YES FOR N/A
PROPOSAL #C.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: APPROVE, FOR THE SAKE OF TRANSPARENCY AND
RESPECT OF THE SHAREHOLDER'S RIGHT TO INFORMATION, THE
FEDERAL LEGISLATOR GAVE SHAREHOLDERS THE RIGHT TO
EXAMINE THE FINANCIAL STATEMENTS OF THE BANK'S
SUBSIDIARIES SECTION 310 (2) ; THE MAINTENANCE BY THE
BANK OF NUMEROUS SUBSIDIARIES IN TAX HAVENS DEPRIVES
THE FEDERAL GOVERNMENT AND THE PROVINCES OF
SIGNIFICANT REVENUES SO TAKEN FROM THE NEEDS OF
CITIZENS; THIS SITUATION HAS BECOME A CANADA-WIDE
PUBLIC ISSUE; THE PUBLICATION BY THE BANK OF THE
FINANCIAL STATEMENTS OF ITS SUBSIDIARIES IN CONFETTI
STATES WILL ENABLE SHAREHOLDERS TO PASS JUDGMENT ON
THE NATURE OF THE TRANSACTIONS THEREIN ENTERED AND
EVENTUALLY EXPRESS THEIR OPINIONS WITH FULL KNOWLEDGE
ON THE BANK'S ACTIVITIES IN SHOWCASES OF DRUG-MONEY
LAUNDERING AND TAX EVASION AND FRAUD; THE RATIONALE
DEVELOPED BY THE BANK TO THIS DAY TO JUSTIFY ITS
PRESENCE IN TAX HAVENS IS MOLLIFYING, EVASIVE AND NOT
VERY CONVINCING; IT MUST BE REVISED AND REBALANCED
WITH THE JUDGMENT OF SHAREHOLDERS, INSTITUTIONAL
INVESTORS AND PORTFOLIO OR PENSION FUND MANAGERS,
CONCERNED WITH THE BANK'S INTEREST AND THE INTEREST OF
THOSE WHO FINANCE IT
PROPOSAL #D.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: APPROVE THE REMUNERATION OFSENIOR OFFICERS
AND THEIR OTHER EMPLOYMENT, DEPARTURE OR RETIREMENT
RELATED CONDITIONS HAVE OVER THE LAST FEW YEARS
REACHED GIGANTIC PROPORTIONS THAT SCANDALIZE AN EVER-
INCREASING NUMBER OF SHAREHOLDERS; THESE SHAREHOLDERS
ARE ALWAYS FACED WITH A DONE DEAL WITHOUT BEING ABLE
TO EVALUATE THE RELEVANCY OR THE MERIT OF THE
RECOMMENDATIONS AND DECISIONS OF THE BOARD OF
DIRECTORS; THIS IS NEITHER FAIR NOR REASONABLE, AND
GOES AGAINST THE PRINCIPLES OF SOUND CORPORATE
GOVERNANCE; ULTIMATELY, THE CURRENT PRACTICES ARE
OFFENSIVE TO SHAREHOLDERS BY OBLITERATING THEIR RIGHTS
OF REVIEW AND APPROVAL OF THEIR BOARD OF DIRECTORS
RECOMMENDATIONS; IT IS TIME THAT SHAREHOLDERS OR THEIR
AGENTS STOP BEING LEFT OUT OF AND EXPLOITED AT WILL
BY THE BUSINESSES OF FINANCIAL INSTITUTIONS THEY ARE
FEEDING WITH THEIR HARD CASH; THEY ARE THE ONES TAKING
THE RISKS AND NOT THE HIGH-PRICED EXECUTIVES
ATTENDING TO THE ADMINISTRATION OF THEIR BUSINESSES
PROPOSAL #E.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: APPROVE THAT ALL CORPORATE OFFICERS AND
DIRECTORS BE UNTAINTED BY SCANDALOUS, UNETHICAL
BEHAVIOUR; THE SHAREHOLDERS THEREFORE RECOMMEND THAT
THE 2004 COMMITMENT BE FURTHER AFFIRMED WITH A
SPECIFIC REQUIREMENT THAT NO ONE IS ELIGIBLE TO SERVE
AS A DIRECTOR OF THE BANK WHO HAS BEEN IMPLICATED IN
ANY JUDICIAL PROCEEDING THAT RESULTS IN A FINDING OF
UNETHICAL ACTIVITY OR BEHAVIOUR; IT IS NOT NECESSARY
FOR THE INDIVIDUAL TO BE PERSONALLY NAMED IN THE
JUDICIAL PROCEEDING FOR THIS POLICY TO APPLY; CHIEF
EXECUTIVES MUST BE HELD ULTIMATELY RESPONSIBLE FOR
THEIR CORPORATION'S ACTIONS, AND BEAR THE BURDEN FOR
CORPORATE BEHAVIOUR THAT IS FOUND TO BE UNETHICAL
THROUGH COURT PROCEEDINGS OR A JUDICIAL INQUIRY; THE
SHAREHOLDERS OF THE BANK OF NOVA SCOTIA DO NOT WANT
THIS BANK TO MAKE THE SAME MISTAKE AS BANK OF
MONTREAL, WHICH RECRUITED ROBERT ASTLEY AS A DIRECTOR,
DESPITE A SERIOUS SCANDAL THAT OCCURRED AT CLARICA
LIFE INSURANCE COMPANY UNDER MR. ASTLEY'S LEADERSHIP
AS ITS CHIEF EXECUTIVE OFFICER
------------------------------------------------------------------------------------
ISSUER: BANK TOKYO-MITSUBISHI LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES ABSTAIN N/A
PROPOSAL #2: APPROVE REDUCTION OF STATED CAPITAL ISSUER YES ABSTAIN N/A
RESERVES
PROPOSAL #3: AMEND ARTICLES TO: ADOPT REDUCTION OF ISSUER YES ABSTAIN N/A
LIABILITY SYSTEM FOR DIRECTORS ANDAUDITORS, ALLOW
COMPANY TO REPURCHASE ITS OWN SHARES, ALLOW DISCLOSURE
OF SHAREHOLDER MEETING MATERIALS ON THE INTERNET,
APPOINT INDEPENDENT AUDITORS , APPROVE MINOR
REVISIONS RELATED TO THE NEW COMMERCIAL CODE, REDUCE
AUTHORIZED CAPITAL
PROPOSAL #4.1: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.2: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.3: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.4: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.5: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.6: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.7: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.8: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.9: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.10: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.11: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.12: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.13: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.14: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.15: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES ABSTAIN N/A
FOR DIRECTORS
------------------------------------------------------------------------------------
ISSUER: BARCLAYS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORTS OF THE DIRECTORS AND ISSUER YES FOR N/A
AUDITORS AND THE AUDITED ACCOUNTS OF THE COMPANY FOR
THE YE 31 DEC 2005
PROPOSAL #2.: APPROVE THE DIRECTORS REPORT ON ISSUER YES FOR N/A
REMUNERATION FOR THE YE 31 DEC 2005
PROPOSAL #3.: RE-ELECT MR. FULVIO CONTI AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.: RE-ELECT DR. DANIE CRONJE AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #5.: RE-ELECT MR. ROBERT E. DIAMOND JR AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. ROBERT STEEL AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #7.: RE-ELECT MR. JOHN SUNDERLAND AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #8.: RE-ELECT PROFESSOR DAME SANDRA DAWSON AS ISSUER YES FOR N/A
A DIRECTOR OF THE COMPANY
PROPOSAL #9.: RE-ELECT SIR RICHARD BROADBENT AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #10.: RE-ELECT MR. GARY HOFFMAN AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #11.: RE-ELECT MR. NAGUIB KHERAJ AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #12.: RE-ELECT SIR NIGEL RUDD AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #13.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP, ISSUER YES FOR N/A
CHARTERED ACCOUNTANTS AND REGISTERED AUDITORS, AS THE
AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH
ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #14.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #15.: AUTHORIZE THE COMPANY TO MAKE EU ISSUER YES FOR N/A
POLITICAL DONATIONS NOT EXCEEDING GBP 25,000 IN TOTAL
AND INCUR EU POLITICAL EXPENDITURES NOT EXCEEDING GBP
25,000 IN TOTAL
PROPOSAL #16.: APPROVE TO RENEW THE AUTHORITY GIVEN TO ISSUER YES FOR N/A
BARCLAYS BANK PLC TO MAKE EU POLITICAL DONATIONS
PROPOSAL #17.: APPROVE TO RENEW THE AUTHORITY GIVEN TO ISSUER YES FOR N/A
THE DIRECTORS TO ALLOT SECURITIES
PROPOSAL #S.18: APPROVE TO RENEW THE AUTHORITY GIVEN ISSUER YES FOR N/A
TO THE DIRECTORS TO ALLOT SECURITIES FOR CASH OTHER
THAN ON PRO-RATA BASIS TO SHAREHOLDERS AND TO SELL
TREASURY SHARES
PROPOSAL #S.19: APPROVE TO RENEW THE COMPANYS ISSUER YES FOR N/A
AUTHORITY TO PURCHASE ITS OWN SHARES
------------------------------------------------------------------------------------
ISSUER: BLUESCOPE STEEL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE ANNUAL REPORT, ISSUER NO N/A N/A
FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS
AND THE AUDITOR FOR THE YE 30 JUN 2005
PROPOSAL #2.: ADOPT THE REMUNERATION REPORT WHICH IS ISSUER YES FOR N/A
CONTAINED IN THE DIRECTORS REPORT FOR THE YE 30 JUN
2005
PROPOSAL #3.A: RE-ELECT MR. GRAHAM KRAEHE AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
THE COMPANY'S CONSTITUTION
PROPOSAL #3.B: RE-ELECT MR. TAN YAM PIN AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE
COMPANY'S CONSTITUTION
PROPOSAL #3.C: ELECT MS. KAREN DYNON AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.: APPROVE, FOR THE PURPOSE OF RULE 11.9 OF ISSUER YES FOR N/A
THE COMPANY'S CONSTITUTION, TO INCREASE THE TOTAL
AMOUNT OR VALUE OF THE REMUNERATION PAYABLE TO THE
NON-EXECUTIVE DIRECTORS FROM A MAXIMUM AMOUNT OF AUD
1,750,000 PER ANNUM INCLUSIVE OF SUPERANNUATION
CONTRIBUTIONS TO A MAXIMUM AMOUNT OF AUD 2,250,000
PER ANNUM INCLUSIVE OF SUPERANNUATION CONTRIBUTIONS
PROPOSAL #5.: APPROVE, FOR ALL PURPOSES, INCLUDING FOR ISSUER YES FOR N/A
THE PURPOSE OF ASX LISTING RULE 10.14, TO GRANT SHARE
RIGHTS TO THE MANAGING DIRECTOR AND THE CHIEF
EXECUTIVE OFFICER, MR. KIRBY ADAMS UNDER THE LONG TERM
INCENTIVE PLAN AS SPECIFIED
PROPOSAL #6.: AMEND THE CONSTITUTION OF BLUESCOPE ISSUER YES FOR N/A
STEEL LIMITED WITH IMMEDIATE EFFECT AS SPECIFIED
PROPOSAL #S.7: APPROVE THAT THE PROPORTIONAL TAKEOVER ISSUER YES FOR N/A
PROVISIONS IN THE FORM OF RULES 6.12 TO 6.16
INCLUSIVE OF THE PROPOSED MODIFIED CONSTITUTION ARE
REINSERTED INTO THE CONSTITUTION FOR THE PERIOD OF 3
YEARS COMMENCING IMMEDIATELY
------------------------------------------------------------------------------------
ISSUER: BNP PARIBAS, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: 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 FYE 31 DEC
2005
PROPOSAL #2.: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE AUDITORS GENERAL REPORT AND APPROVE
THE COMPANY'S FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YE 31 DEC 2005, SHOWING NET INCOME OF
EUR 3,423,168,749.54
PROPOSAL #3.: RECEIVE THE RESULT FOR THE FY BE ISSUER NO N/A N/A
APPROPRIATED AS FOLLOWS: NET EARNINGS FOR THE FY: EUR
3,423,168,749.54, RETAINED EARNINGS: EUR
8,690,141,972.17, TOTAL: EUR 12,113,310,721.71, TO THE
SPECIAL INVESTMENT RESERVE: EUR 54,646,169.00,
DIVIDEND: EUR 2,183,005,487.00 RETAINED EARNINGS: EUR
9,875,659,065.71 TOTAL: EUR 12,113,310,721.71, THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 2.60
PER SHARE OF A PAR VALUE OF EUR 2.00, AND WILL ENTITLE
TO THE ALLOWANCE PROVIDED BY THE FRENCH GENERAL TAX
CODE; AUTHORIZE THE BOARD OF DIRECTORS TO REGISTER THE
FRACTION OF THE DIVIDEND ON SHARES HELD BY BNP
PARIBAS IN THE RETAINED EARNINGS ACCOUNT; THIS
DIVIDEND WILL BE PAID BY CASH AS FROM 31 MAY 2006 AS
PROPOSAL #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 #5.: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER NO N/A N/A
BACK THE COMPANY'S SHARES ON THE OPEN MARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 100.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10% OF THE SHARE CAPITAL, I.E. 84,033,110
SHARES, MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS:
EUR 8,403,311,000.00; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; AUTHORITY EXPIRES FOR A PERIOD
OF 18 MONTHS
PROPOSAL #6.: APPOINT MRS. LAURENCE PARISOT AS A ISSUER NO N/A N/A
DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #7.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
CLAUDE BEBEAR AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #8.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
JEAN-LOUIS BEFFA AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #9.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
ALAIN JOLY AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #10.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
DENIS KESSLER AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #11.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
MICHEL PEBEREAU AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #12.: APPOINT DELOITTEET ASSOCIES AS THE ISSUER NO N/A N/A
STATUTORY AUDITOR, TO REPLACE BARBIER FRINAULT ET
AUTRES, SOCIETEBEAS AS A DEPUTY AUDITOR TO REPLACE
RICHARD OLIVIER, FOR A 6 YEAR PERIOD
PROPOSAL #13.: APPROVE TO RENEW THE APPOINTMENT THE ISSUER NO N/A N/A
STATUTORY AUDITOR OF MAZARSET GUERARD, AND MICHEL
BARBET MASSIN AS A DEPUTY AUDITOR FOR A 6 YEAR PERIOD
PROPOSAL #14.: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
PRICEWATERHOUSECOOPERS AUDIT AS THE STATUTORY AUDITOR
AND PIERRECOLL AS THE DEPUTY AUDITOR FOR A 6 YEAR
PERIOD
PROPOSAL #15.: GRANT FULL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRYOUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
PROPOSAL #16.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE CAPITAL, ON 1 OR MORE OCCASIONS, IN
FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
1,000,000,000.00, BY ISSUANCE, WITH PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF ORDINARY SHARES AND
SECURITIES GIVING ACCESS TO THE CAPITAL; THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED
SHALL NOT EXCEED EUR 10,000,000,000.00; AUTHORITY
EXPIRES FOR A PERIOD OF 26 MONTHS ; THIS DELEGATION OF
POWERS CANCELS AND REPLACES THE UNUSED PORTION OF ANY
EARLIER DELEGATIONS TO THE SAME EFFECT; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #17.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE CAPITAL, ON 1 OR MORE OCCASIONS, IN
FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
320,000,000.00, BY ISSUANCE, WITHOUT PREFERRED
SUBSCRIPTION RIGHTS, OF ORDINARY SHARES AND SECURITIES
GIVING ACCESS TO THE CAPITAL; THE MAXIMUM NOMINAL
AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL
NOT EXCEED EUR 7,000,000,000.00; AUTHORITY EXPIRES
FOR A PERIOD OF 26 MONTHS ; THIS DELEGATION OF POWERS
CANCELS AND REPLACES THE UNUSED PORTION OF ANY EARLIER
DELEGATIONS TO THE SAME EFFECT; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #18.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL IN 1 OR MORE OCCASIONS, UP
TO 10% OF THE SHARE CAPITAL, IN CONSIDERATION FOR THE
CONTRIBUTIONS IN KIND, GRANTED TO THE COMPANY, OF
UNQUOTED CAPITAL SECURITIES OR SECURITIES GIVING
ACCESS TO SHARE CAPITAL; THE MAXIMUM AMOUNT OF CAPITAL
INCREASE TO BE CARRIED OUT UNDER THIS DELEGATION OF
AUTHORITY SHALL COUNT AGAINST THE NOMINAL CEILING OF
EUR 320,000,000.00 CONCERNING THE CAPITAL INCREASES
WITHOUT PREFERRED SUBSCRIPTION RIGHTS AUTHORIZED BY
RESOLUTION NUMBER. 17; AUTHORITY EXPIRES FOR A PERIOD
OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #19.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN 1 OR MORE OCCASIONS, TO
A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000.00, BY
WAY OF CAPITALIZING ALL OR PART OF THERE SERVES,
PROFITS OR ADD PAID IN CAPITAL, BY ISSUING BONUS
SHARES OR RAISING THE PAR VALUE OF EXISTING SHARES, OR
BY A COMBINATION OF THESE METHODS; THIS DELEGATION OF
POWERS CANCELS AND REPLACES THE UNUSED PORTION OF ANY
EARLIER DELEGATIONS TO THE SAME EFFECT; AUTHORITY
EXPIRES FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #20.: APPROVE THE MAXIMUM NOMINAL AMOUNT ISSUER NO N/A N/A
PERTAINING TO THE CAPITAL INCREASES TO BE CARRIED OUT
WITH THE USE OF THE AUTHORIZATIONS GIVEN BY
RESOLUTIONS NUMBER 16, 17 AND 19 SHALL NOT EXCEED EUR
1,000,000,000.00, THE DEBT SECURITIES WHICH MAY BE
ISSUED WITH THE USE OF THE AUTHORIZATIONS GIVEN BY
RESOLUTIONS NUMBER 16 AND 17 SHALL NOT EXCEED EUR
10,000,000,000.00
PROPOSAL #21.: AMEND THE RESOLUTION NUMBER. 14 ISSUER NO N/A N/A
AUTHORIZATION TO GRANT STOCK OPTIONS TO CORPORATE
OFFICERS AND CERTAIN EMPLOYEES ADOPTED BY THE
COMBINED SHAREHOLDERS MEETING OF 18 MAY 2005,
AUTHORITY EXPIRES FOR A PERIOD OF 38 MONTHS ; THE
NUMBER OF SHARES THAT MAY BE SUBSCRIBED OR PURCHASED
THROUGH THE EXERCISE OF OUTSTANDING OPTION MAY NOT
EXCEED 3% OF THE BANKS ISSUED CAPITAL AS OF THE DATE
OF THIS MEETING; THE TOTAL NUMBER OF BONUS GRANTED BY
VIRTUE OF THERE RESOLUTION NUMBER. 15 OF THE COMBINED
SHAREHOLDERS MEETING OF 18 MAY 2005 SHALL COUNT
AGAINST THIS CEILING
PROPOSAL #22.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS AND
AT ITS DISCRETION, BY WAY OF ISSUING SHARES IN FAVOUR
OF THE MEMBERS OF THE BANKS COMPANY SAVINGS PLAN;
AUTHORITY EXPIRES FOR A PERIOD OF 26 MONTHS ; FOR A
MAXIMUM NOMINAL AMOUNT THAT SHALL NOT EXCEED EUR
36,000,000.00; AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; THIS AUTHORIZATION CANCELS AND
REPLACES THE UNUSED PORTION OF ANY EARLIER
AUTHORIZATIONS TO THE SAME EFFECT
PROPOSAL #23.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS, BY
CANCELLING ALL OR PART OF THE BNP PARIBAS SHARES THAT
THE BANK CURRENTLY HOLDS OR THAT IT MAY ACQUIRE IN
ACCORDANCE WITH THE CONDITIONS LAID DOWN BY THE
ORDINARY SHAREHOLDERS MEETING, UP TO A MAXIMUM OF 10%
OF THE SHARE CAPITAL OVER A 24-MONTH PERIOD;
AUTHORITY EXPIRES FOR A PERIOD OF 18 MONTHS ; IT
SUPERSEDES THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING OF 18 MAY 2005 IN ITS RESOLUTION
NUMBER. 16; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #24.: APPROVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, THE REPORTS OF THE MERGER AND THE MERGER
AGREEMENT SIGNED ON 27 MAR 2006, THE SHAREHOLDERS
MEETING APPROVES: ALL THE PROVISIONS OF THIS MERGER
AGREEMENT, PURSUANT TO WHICH SOCIETE CENTRALE D
INVESTISSEMENTS CONTRIBUTES TO BNP PARIBAS, SUBJECT TO
THE FULFILMENT OF THE CONDITIONS PRECEDENT PROVIDED
FOR IN SAID AGREEMENT, ALL OF ITS ASSETS; WITH THE
CORRESPONDING TAKING-OVER OF ALL ITS LIABILITIES, THE
VALUATION OF THE CONTRIBUTION: THE ASSETS ARE VALUED
AT EUR 5,453,471.955.00 AND THE LIABILITIES AT EUR
157,865,721.00, I.E. A TOTAL AMOUNT OF EUR
5.295,606,234.00, THE CONSIDERATION FOR THE
CONTRIBUTIONS ACCORDING TO AN EXCHANGE RATIO OF 3 BNP
PARIBAS SHARES AGAINST 1 SOCIETE CENTRALED
INVESTISSEMENTS SHARE; CONSEQUENTLY, SUBJECT TO THE
FULFILMENT OF THE CONDITIONS PRECEDENT PROVIDED FOR IN
AGREEMENT, THE SHAREHOLDERS MEETING DECIDES TO
INCREASE THE SHARE CAPITAL BY EUR 1,890.00 BY THE
CREATION OF 945 NEW FULLY PAID-UP SHARES OF A PAR
VALUE OF EUR 2.00 EACH, CARRYING RIGHTS TO THE 2005
DIVIDEND AND TO BE DISTRIBUTED AMONG THE SHAREHOLDERS
OF THE ACQUIRED COMPANY, ACCORDING TO AN EXCHANGE
RATIO OF 3 BNP PARIBAS SHARES AGAINST 1 SOCIETE
CENTRALE D INVESTLSSEMENTS SHARE; THE DIFFERENCE
BETWEEN THE AMOUNT OF THE NET ASSETS CONTRIBUTED AND
THE AMOUNT OF THE SHARE CAPITAL INCREASE; ESTIMATED AT
EUR 48,139.00, FORM THE MERGER PREMIUM A MERGER
SURPLUS OF EUR 807,534.174.00 RESULTS FROM THIS AN
AMOUNT EUR 190.00 WILL BE DRAWN UPON THE MERGER
PREMIUM AND ALLOCATED TO THE LEGAL RESERVE AND THE
BALANCE. I.E. EUR 47,949.00,WILL BE ALLOCATED TO THE
BANK BALANCE SHEET LIABILITIES IN THE MERGER PREMIUMS
ACCOUNT TO WHICH THE COMPANY'S EXISTING AND NEW
SHAREHOLDERS WILL HOLD RIGHTS ALLOCATION OF THE MERGER
SURPLUS; EUR 167,482,877.00 TO THE RESULT EUR
640,051,297,00 TO THE MERGER PREMIUMS ACCOUNT THE
SHAREHOLDERS MEETING; AUTHORIZE THE BOARD OF
DIRECTORS, TO CHARGE THE MERGER OPERATION COSTS
AGAINST THE MERGER PREMIUMS ACCOUNT; CONSEQUENTLY TO
WHAT WAS MENTIONED, THE SHAREHOLDERS MEETING RECORDS
THAT, SUBJECT TO THE FULFILMENT OF THE CONDITIONS
PRECEDENT PROVIDED FOR IN THE MERGER AGREEMENT, THAT
SOCIETE CENTRALE D INVESTISSEMENTS SHALL BE
AUTOMATICALLY DISSOLVED WITH OUT ANY LIQUIDATION;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #25.: APPROVE TO SIMPLIFY THE TERMS AND ISSUER NO N/A N/A
CONDITIONS OF ELECTIONS AND CONSEQUENTLY, DECIDES TO
AMEND THE SECOND PARAGRAPH OF ARTICLE NUMBER 7 OF THE
BYLAWS: DIRECTORS ELECTED BY BNP PARIBAS EMPLOYEES
PROPOSAL #26.: GRANTS FULL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: BNP PARIBAS, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: 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 FYE 31 DEC
2005
PROPOSAL #2.: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE AUDITORS GENERAL REPORT AND APPROVE
THE COMPANY'S FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YE 31 DEC 2005 SHOWING NET INCOME OF EUR
3,423,168,749.54
PROPOSAL #3.: APPROVE THE RESULT FOR THE FY ISSUER NO N/A N/A
APPROPRIATED AS FOLLOWS: NET EARNINGS FOR THE FY: EUR
3,423,168,749.54 RETAINED EARNINGS: EUR
8,690,141,972.17 TOTAL: EUR 12,113,310,721.71 TO THE
SPECIAL INVESTMENT RESERVE: EUR 54,646,169.00
DIVIDEND: EUR 2,183,005,487.00 RETAINED EARNINGS: EUR
9,875,659,065.71 TOTAL: EUR 12,113,310,721.71, THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 2.60
PER SHARE OF A PAR VALUE OF EUR 2.00, AND WILL ENTITLE
TO THE ALLOWANCE PROVIDED BY THE FRENCH GENERAL TAX
CODE, THE BOARD OF DIRECTORS IS GIVEN FULL POWERS TO
REGISTER THE FRACTION OF THE DIVIDEND ON SHARES HELD
BY BNP PARIBAS IN THE RETAINED EARNINGS ACCOUNT, THIS
DIVIDEND WILL BE PAID BY CASH AS FROM 31 MAY 2006 AS
REQUIRED BY LAW; AUTHORIZE THE BOARD OF DIRECTORS TO
DRAW UPON THE RETAINED EARNINGS ACCOUNT THE SUMS
REQUIRED TO PAY FOR THE DIVIDEND CONCERNING SHARES
RESULTING FROM THE SUBSCRIPTION OPTIONS EXERCISE,
WHICH WOULD BE CARRIED OUT BEFORE THE DIVIDEND PAYMENT
PROPOSAL #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 #5.: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER NO N/A N/A
BACK THE COMPANY'S SHARES ON THE OPEN MARKET, IN
SUPERSESSION OF ALL EXISTING AUTHORITIES, SUBJECT TO
THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 100.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10 PER CENT OF THE SHARE CAPITAL, I.E.
84,033,110 SHARES, MAXIMUM FUNDS INVESTED IN THE SHARE
BUYBACKS: EUR 8,403,311,000.00 AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES AUTHORITY EXPIRES AT THE END OF 18-MONTHS
PROPOSAL #6.: APPOINT MRS. LAURENCE PARISOT AS ISSUER NO N/A N/A
DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #7.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
CLAUDE BEBEAR AS DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #8.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
JEAN-LOUIS BEFFA AS DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #9.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
ALAIN JOLY AS DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #10.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
DENIS KESSLER AS DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #11.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
MICHEL PEBEREAU AS DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #12.: APPOINT DELOITTE ET ASSOCIES AS THE ISSUER NO N/A N/A
STATUTORY AUDITOR TO REPLACE BARBIER FRINAULT ET
AUTRES, SOCIETE BEAS AS THE DEPUTY AUDITOR TO REPLACE
RICHARD OLIVIER, FOR A 6-YEAR PERIOD
PROPOSAL #13.: APPROVE TO RENEW THE APPOINTMENT: AS ISSUER NO N/A N/A
STATUTORY AUDITOR OF MAZARS ET GUERARD, AS DEPUTY
AUDITOR OF MICHEL BARBET-MASSIN, FOR A 6-YEAR PERIOD
PROPOSAL #14.: APPROVE TO RENEW THE APPOINTMENT: AS ISSUER NO N/A N/A
STATUTORY AUDITOR OF PRICEWATERHOUSECOOPERS AUDIT, AS
DEPUTY AUDITOR OF PIERRE COLL, FOR A 6-YEAR PERIOD
PROPOSAL #15.: GRANT FULL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
PROPOSAL #16.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE CAPITAL, ON ONE OR MORE OCCASIONS, IN
FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
1,000,000,000.00, BY ISSUANCE, WITH PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF ORDINARY SHARES AND
SECURITIES GIVING ACCESS TO THE CAPITAL THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED
SHALL NOT EXCEED EUR 10,000,000,000.00; AUTHORITY
EXPIRES AT THE END OF 26-MONTHS THIS DELEGATION OF
POWERS CANCELS AND REPLACES THE UNUSED PORTION OF ANY
EARLIER DELEGATIONS TO THE SAME EFFECT AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #17.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE CAPITAL, ON ONE OR MORE OCCASIONS, IN
FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
320,000,000.00, BY ISSUANCE, WITHOUT PREFERRED
SUBSCRIPTION RIGHTS, OF ORDINARY SHARES AND SECURITIES
GIVING ACCESS TO THE CAPITAL THE MAXIMUM NOMINAL
AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL
NOT EXCEED EUR 7,000,000,000.00 AUTHORITY EXPIRES AT
THE END OF 26-MONTHS THIS DELEGATION OF POWERS
CANCELS AND REPLACES THE UNUSED PORTION OF ANY EARLIER
DELEGATIONS TO THE SAME EFFECT AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #18.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN ONE OR MORE OCCASIONS,
UP TO 10% OF THE SHARE CAPITAL, IN CONSIDERATION FOR
THE CONTRIBUTIONS IN KIND, GRANTED TO THE COMPANY, OF
UNQUOTED CAPITAL SECURITIES OR SECURITIES GIVING
ACCESS TO SHARE CAPITAL; THE MAXIMUM AMOUNT OF CAPITAL
INCREASE TO BE CARRIED OUT UNDER THIS DELEGATION
SHALL COUNT AGAINST THE NOMINAL CEILING OF EUR
320,000,000.00 CONCERNING THE CAPITAL INCREASE WITHOUT
PREFERRED SUBSCRIPTION RIGHTS AUTHORIZED BY
RESOLUTION NO. 17; AUTHORITY IS GRANTED FOR A 26-
MONTH PERIOD ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #19.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN ONE OR MORE OCCASIONS,
TO A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000.00,
BY WAY OF CAPITALIZING ALL OR PART OF THE RESERVES,
PROFITS OR ADDITIONAL PAID IN CAPITAL, BY ISSUING
BONUS SHARES OR RAISING THE PAR VALUE OF EXISTING
SHARES, OR BY A COMBINATION OF THESE METHODS THIS
DELEGATION OF POWERS CANCELS AND REPLACES THE UNUSED
PORTION OF ANY EARLIER DELEGATIONS TO THE SAME EFFECT;
AUTHORITY EXPIRES AT THE END OF 28-MONTHS ; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #20.: APPROVE THAT THE MAXIMUM NOMINAL AMOUNT ISSUER NO N/A N/A
PERTAINING TO: THE CAPITAL INCREASES TO BE CARRIED
OUT WITH THE USE OF THE AUTHORIZATIONS GIVEN BY
RESOLUTIONS 16,17 AND 19 SHALL NOT EXCEED EUR
1,000,000,000.00, THE DEBT SECURITIES WHICH MAY BE
ISSUED WITH THE USE OF THE AUTHORIZATIONS GIVEN BY
RESOLUTIONS 16 AND 17 SHALL NOT EXCEED EUR
10,000,000,000.00
PROPOSAL #21.: AMEND THE RESOLUTION 14 AUTHORIZATION ISSUER NO N/A N/A
TO GRANT STOCK OPTIONS TO CORPORATE OFFICERS AND
CERTAIN EMPLOYEES ADOPTED BY THE MIX MEETING OF 18
MAY 2005 GIVEN FOR A 38-MONTH PERIOD AS FROM THIS
DATE, AS FOLLOWS: THE NUMBER OF SHARES THAT MAY BE
SUBSCRIBED OR PURCHASED THROUGH THE EXERCISE OF
OUTSTANDING OPTIONS MAY NOT EXCEED 3% OF THE BANKS
ISSUED CAPITAL AS OF THE DATE OF THIS MEETING, THE
TOTAL NUMBER OF BONUS SHARES GRANTED BY VIRTUE OF THE
RESOLUTION 1 OF THE MIX MEETING OF 18 MAY 2005 SHALL
COUNT AGAINST THIS CEILING
PROPOSAL #22.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS
AND AT ITS SOLE DISCRETION, BY WAY OF ISSUING SHARES
IN FAVOR OF THE MEMBERS OF THE BANK'S COMPANY SAVINGS
PLAN; AUTHORITY EXPIRES AT THE END OF 26-MONTHS AND
FOR A MAXIMUM NOMINAL AMOUNT THAT SHALL NOT EXCEED EUR
38,000,000.00 TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES THIS
AUTHORIZATION CANCELS AND REPLACES THE UNUSED PORTION
OF ANY EARLIER AUTHORIZATIONS TO THE SAME EFFECT
PROPOSAL #23.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL ON ONE OR MORE OCCASIONS, IN
SUPERSESSION OF ALL EXISTING AUTHORITIES, BY CANCELING
ALL OR PART OF THE BNP PARIBAS SHARES THAT THE BANK
CURRENTLY HOLDS OR THAT IT MAY ACQUIRE IN ACCORDANCE
WITH THE CONDITIONS LAID DOWN BY THE ORDINARY
SHAREHOLDERS MEETING, UP TO A MAXIMUM OF 10% OF THE
SHARE CAPITAL OVER A 24-MONTH PERIOD AUTHORITY
EXPIRES AT THE END OF 18-MONTHS AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #24.: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, THE REPORTS OF THE MERGER AUDITORS AND THE
MERGER AGREEMENT SIGNED ON 27 MAR 2006 AND APPROVE:
ALL THE PROVISIONS OF THIS MERGER AGREEMENT, PURSUANT
TO WHICH SOCIETE CENTRALE DININVESTISSEMENTS
CONTRIBUTES TO BNP PARIBAS, SUBJECT TO THE FULFILLMENT
OF THE CONDITIONS PRECEDENT PROVIDED FOR IN SAID
AGREEMENT, ALL OF IFS ASSETS. WITH THE CORRESPONDING
TAKING-OVER OF ALL ITS LIABILITIES, THE VALUATION OF
THE CONTRIBUTION: THE ASSETS ARE VALUED AT EUR
5,453,471,955.00 AND TILE LIABILITIES AT EUR
157,865,721.00, I.E. A TOTAL AMOUNT OF EUR
5,295,606,234.00, THE CONSIDERATION FOR THE
CONTRIBUTIONS ACCORDING TO AN EXCHANGE RATIO OF 3 BNP
PARIBAS SHARES AGAINST 1 SOCIETE CENTRALE INVESTMENTS
SHARE CONSEQUENTLY, SUBJECT TO THE FULFILLMENT OF THE
CONDITIONS PRECEDENT PROVIDED FOR IN SAID AGREEMENT;
TO INCREASE THE SHARE CAPITAL BY EUR 1,890.00 BY THE
CREATION OF 945 NEW FULLY PAID-UP SHARES OF A PAR
VALUE OF EUR 2.00 EACH CARRYING RIGHTS TO THE 2008
DIVIDEND AND TO BE DISTRIBUTED AMONG THE SHAREHOLDERS
OF THE ACQUIRED COMPANY, ACCORDING TO AN EXCHANGE
RATIO OF 3 BNP PARIBAS SHARES AGAINST 1 SOCIETE
CENTRALE DINVESTISSEMENTS SHARE THE DIFFERENCE BETWEEN
THE AMOUNT OF THE NET ASSETS CONTRIBUTED AND THE
AMOUNT OF THE SHARE CAPITAL INCREASE, ESTIMATED AT EUR
48.139.00, FORM THE MERGER PREMIUM A MERGER SURPLUS
OF FUR 807,534,174.00 RESULTS FROM THIS AN AMOUNT EUR
190.00 WILL BE DRAWN UPON THE MERGER PREMIUM AND
ALLOCATED TO THE LEGAL RESERVE AND THE BALANCE, I.E.
EUR 47,949.00, WILL BE ALLOCATED TO THE BANK BALANCE
SHEET LIABILITIES IN THE MERGER PREMIUMS ACCOUNT TO
WHICH THE COMPANY'S EXISTING AND NEW SHAREHOLDERS WILL
HOLD RIGHTS ALLOCATION OF THE MERGER SURPLUS: EUR
167,482,877.0010 THE RESULT EUR 640,051.297.00 TO THE
MERGER PREMIUMS ACCOUNT AND AUTHORIZE THE BOARD OF
DIRECTORS TO CHARGE THE MERGER OPERATION COSTS AGAINST
THE MERGER PREMIUMS ACCOUNT CONSEQUENTLY TO WHAT WAS
MENTIONED, THE SHAREHOLDERS MEETING RECORDS THAT,
SUBJECT TO THE FULFILLMENT OF THE CONDITIONS PRECEDENT
PROVIDED FOR IN THE MERGER AGREEMENT, THAT SOCIETE
CENTRALE D INVESTISSEMENTS SHALL BE AUTOMATICALLY
DISSOLVED WITHOUT ANY LIQUIDATION AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #25.: APPROVE TO SIMPLIFY THE TERMS AND ISSUER NO N/A N/A
CONDITIONS OF ELECTIONS AND CONSEQUENTLY, TO AMEND THE
SECOND PARAGRAPH OF ARTICLE 7 OF THE BYLAWS DIRECTORS
ELECTED BY BNP PARIBAS EMPLOYEES
PROPOSAL #26.: GRANT FULL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS. PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: BP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS AND ISSUER YES FOR N/A
THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2005
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR N/A
YEAR ENDED 31 DECEMBER2005
PROPOSAL #3.: RE-ELECT DR. DC. ALLEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT THE LORD BROWNE OF MADINGLEY AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #5.: RE-ELECT MR. J.H. BRYAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. A. BURGMANS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. I.C. CONN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-ELECT MR. E.B. DAVIS, JR AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-ELECT MR. D.J. FLINT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #10.: RE-ELECT DR. B.E. GROTE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #11.: RE-ELECT DR. A.B. HAYWARD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #12.: RE-ELECT DR. D.S. JULIUS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #13.: RE-ELECT SIR. TOM MCKILLOP AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #14.: RE-ELECT MR. J.A. MANZONI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #15.: RE-ELECT DR. W.E. MASSEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #16.: RE-ELECT SIR. IAN PROSSER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #17.: RE-ELECT MR. M.H. WILSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #18.: RE-ELECT MR. P.D. SUTHERLAND AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #19.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING AND AUTHORIZE THE DIRECTORS TO SET THE
AUDITORS REMUNERATION FOR 2006
PROPOSAL #S.20: 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 USD 0.25 EACH IN
THE COMPANY, PROVIDED THAT: (A) THE COMPANY DOES NOT
PURCHASE UNDER THIS AUTHORITY MORE THAN 2.0 BILLION
ORDINARY SHARES; (B) THE COMPANY DOES NOT PAY LESS
THAN USD 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 EUROS. THIS
AUTHORITY SHALL CONTINUE FOR THE PERIOD ENDING ON THE
DATE OF THE ANNUAL GENERAL MEETING IN 2007 OR 19 JULY
2007, 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
PROPOSAL #21.: TO RENEW, FOR THE PERIOD ENDING ON THE ISSUER YES FOR N/A
DATE OF THE ANNUAL GENERAL MEETING IN 2007 OR 19 JULY
2007, 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 USD 1,690 MILLION
PROPOSAL #S.22: TO RENEW, FOR THE PERIOD ENDING ON THE ISSUER YES FOR N/A
DATE OF THE ANNUAL GENERAL MEETING IN 2007 OR 19 JULY
2007, 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 USD 253 MILLION
------------------------------------------------------------------------------------
ISSUER: BRASKEM SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/7/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ACKNOWLEDGE THE DIRECTORS ACCOUNTS TO ISSUER NO N/A N/A
EXAMINE AND APPROVE THE BOARD OF DIRECTORS REPORT,
THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND
EXPLANATORY NOTES FOR THE FYE 31 DEC 2005
PROPOSAL #2.: APPROVE THE CAPITAL BUDGET, CONTAINED IN ISSUER NO N/A N/A
THE 2006/2012 BUSINESS PLAN, WHICH JUSTIFIES THE
PROPOSAL FOR ALLOCATION OF THE COMPANY'S RESULTS
PROPOSAL #3.: APPROVE THE ALLOCATION OF THE RESULTS ISSUER NO N/A N/A
FROM THE FYE 31 DEC 2005
PROPOSAL #4.: ELECT THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #5.: ELECT THE MEMBERS OF THE FINANCE ISSUER YES ABSTAIN N/A
COMMITTEE
PROPOSAL #6.: APPROVE TO SET THE DIRECTOR'S GLOBAL ISSUER NO N/A N/A
REMUNERATION
------------------------------------------------------------------------------------
ISSUER: BRITISH AMERICAN TOBACCO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 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 2005
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT OF THE ISSUER YES FOR N/A
DIRECTORS FOR THE YE 31 DEC 2005
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 33.0P PER ISSUER YES FOR N/A
ORDINARY SHARE IN RESPECT OF THE YE 31 DEC 2005,
PAYABLE ON 04 MAY 2006 TO SHAREHOLDERS ON THE REGISTER
AT THE CLOSE OF THE BUSINESS ON 10 MAR 2006
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 DR. ANA MARIA LLOPIS AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #6.B: RE-APPOINT MR. ANTONIO MONTEIRO DE ISSUER YES FOR N/A
CASTRO AS A DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #6.C: RE-APPOINT MR. RUPERT PENNANT-REA AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #6.D: RE-APPOINT MR. JAN DU PLESSIS AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #7.: RE-APPOINT MR. ANTHONY RUYS AS A DIRECTOR ISSUER YES FOR N/A
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 THAT ACT UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 174,737,186;
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 THE HOLDERS SHAREHOLDERS OF
ORDINARY SHARES OF 25P EACH OF THE COMPANY ORDINARY
SHARES ; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 26,210,577; AUTHORITY EXPIRE UPON THE EXPIRY OF
THE GENERAL AUTHORITY CONFERRED BY RESOLUTION 8 ABOVE
; 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 209.6 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 QUOTATION FOR AN ORDINARY
SHARE 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 NEXT 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
------------------------------------------------------------------------------------
ISSUER: BUZZI UNICEM SPA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET AS OF 31 DEC ISSUER NO N/A N/A
2005, BOARD OF DIRECTORS REPORT ON MANAGEMENT AND
INTERNAL AUDITORS REPORT FOR THE FY 2005 RESOLUTIONS
RELATED THERETO
PROPOSAL #2.: APPROVE THE PURCHASE AND DISPOSAL OF OWN ISSUER NO N/A N/A
SHARES, AS PER ARTICLE 2357 AND 2357-TER OF THE
ITALIAN CIVIL CODE
------------------------------------------------------------------------------------
ISSUER: CANADIAN NAT RES LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. CATHERINE M. BEST AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.2: ELECT MR. N. MURRAY EDWARDS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.3: ELECT HONOURABLE GARY A. FILMON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.4: ELECT AMB. GORDON D. GIFFIN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.5: ELECT MR. JOHN G. LANGILLE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT MR. KEITH A. J. MACPHAIL AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.7: ELECT MR. ALLAN P. MARKIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MR. NORMAN F. MCINTYRE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.9: ELECT MR. JAMES S. PALMER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. ELDON R. SMITH AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.11: ELECT MR. DAVID A. TUER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS AND AUTHORIZE THE BOARD TOFIX THEIR
REMUNERATION
------------------------------------------------------------------------------------
ISSUER: CANON INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2006 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 JY32.5, FINAL JY
67.5, SPECIAL JY 0
PROPOSAL #2: AMEND ARTICLES TO: INCREASE NUMBER OF ISSUER YES FOR N/A
INTERNAL AUDITORS
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 #3.22: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.23: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.24: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.25: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.26: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #4.2: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #5: APPROVE RETIREMENT BONUSES FOR DIRECTORS ISSUER YES AGAINST N/A
AND STATUTORY AUDITOR
------------------------------------------------------------------------------------
ISSUER: CARREFOUR SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE EXECUTIVE BOARD S, THE ISSUER NO N/A N/A
STATUTORY AUDITOR'S AND THE MERGER AUDITOR'S REPORTS
PROPOSAL #O.2: APPROVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
THE CONSOLIDATED ACCOUNTS FOR THE 2005 FY
PROPOSAL #O.3: APPROVE TO ALLOCATE THE RESULTS AND SET ISSUER NO N/A N/A
OF THE DIVIDEND
PROPOSAL #O.4: AUTHORIZE THE EXECUTIVE BOARD TO TRADE ISSUER NO N/A N/A
THE COMPANY'S SHARES IN ACCORDANCE WITH THE ARTICLE
L.225-209 OF THE COMMERCIAL LAW
PROPOSAL #E.5: AUTHORIZE THE EXECUTIVE BOARD TO REDUCE ISSUER NO N/A N/A
THE SHARE CAPITAL BY THE WAY OF CANCELLATION OF SHARES
PROPOSAL #E.6: AUTHORIZE THE EXECUTIVE BOARD WITH THE ISSUER NO N/A N/A
VIEW TO INCREASE THE SHARE CAPITAL BY ISSUING SHARES
RESERVED TO THE EMPLOYEES UNDER IN ACCORDANCE WITH THE
L.225-129 OF THE COMMERCIAL LAW
PROPOSAL #E.7: AMEND THE TEXT OF THE ARTICLES 15, 21, ISSUER NO N/A N/A
30 AND 31 OF THE ARTICLES OF ASSOCIATION IN ORDER TO
ADAPT THE RECENT LEGAL AND STATUTORY PROVISIONS
PROPOSAL #E.8: APPROVE THE TRANSFER OF THE REGISTERED ISSUER NO N/A N/A
HEAD OFFICE; FORECASTED DIVIDEND : EUR 1.00; EX DATE :
AS FROM 05 MAY 2006
------------------------------------------------------------------------------------
ISSUER: CATTLES PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT, THE ISSUER YES FOR N/A
AUDITED FINANCIAL STATEMENTS AND THE AUDITORS REPORT
IN RESPECT OF THE YE 31 DEC 2005
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 10.65 PENCE ISSUER YES FOR N/A
PER SHARE
PROPOSAL #3.A: RE-APPOINT MR. A.J. MCWALTER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.B: RE-APPOINT MR. M.A. YOUNG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.C: RE-ELECT MR. N.N. BROADHURST AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.D: RE-ELECT MR. M.W.G.COLLINS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #6.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT
PROPOSAL #S.7: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF GBP 10,964,170
PROPOSAL #S.8: APPROVE TO RENEW THE DIRECTORS POWERS ISSUER YES FOR N/A
TO ALLOT EQUITY SECURITIES PURSUANT TO SECTION 95 OF
THE COMPANIES ACT
PROPOSAL #S.9: APPROVE TO RENEW THE COMPANY'S ISSUER YES FOR N/A
AUTHORITY TO MAKE MARKET PURCHASES OF 32,892,511
ORDINARY SHARES FOR THE PURPOSES OF SECTION 166 OF THE
COMPANIES ACT
PROPOSAL #S.10: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION SO AS TO INCREASE THE DIRECTORS BORROWING
POWERS
------------------------------------------------------------------------------------
ISSUER: CELESTICA INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. ROBERT L. CANDRALL AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.2: ELECT MR. WILLIAM ETHERINGTON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.3: ELECT MR. RICHARD S. LOVE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. ANTHONY R. MELMAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.5: ELECT MR. GERALD W. SCHWARTZ AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.6: ELECT MR. CHARLES W. SZULUK AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.7: ELECT MR. DON TAPSCOTT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT KPMG LLP AS THE AUDITORS AND ISSUER YES FOR N/A
AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION
------------------------------------------------------------------------------------
ISSUER: CELESTICA INC.
TICKER: CLS CUSIP: 15101Q108
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT L. CRANDALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM ETHERINGTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD S. LOVE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANTHONY R. MELMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GERALD W. SCHWARTZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES W. SZULUK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DON TAPSCOTT ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF KPMG LLP AS AUDITOR AND ISSUER YES FOR FOR
AUTHORIZATION OF THE BOARD OF DIRECTORS OF CELESTICA
INC. TO FIX THE REMUNERATION OF THE AUDITOR.
------------------------------------------------------------------------------------
ISSUER: CHINA PETE & CHEM CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AUTHORIZE THE COMPANY TO ISSUE IN ONE ISSUER YES FOR N/A
ORE MORE MULTIPLE TRANCHES A SHORT-TERM COMMERCIAL
PAPER OF AN AGGREGATE PRINCIPLE AMOUNT UP TO 10% OF
THE NET ASSETS VALUE AS SPECIFIED AND UP TO MAXIMUM
AMOUNT FOR ISSUE OF SHORT-TERM COMMERCIAL PAPER AS
APPROVED BY THE PEOPLE'S BANK OF CHINA THE PBOC
AFTER SHAREHOLDERS APPROVAL, PURSUANT TO THE
ADMINISTRATIVE MEASURES ON SHORT-TERM COMMERCIAL PAPER
PROMULGATED BY THE PBOC AND ANY OTHER APPLICABLE
REGULATIONS; AND AUTHORIZE THE BOARD OR ANY TWO MORE
DIRECTORS TO DETERMINE THE TERMS AND CONDITIONS AND
ANY RELEVANT MATTERS IN RELATION TO THE ISSUE OF
SHORT-TERM COMMERCIAL PAPER IN VIEW OF THE DEMAND OF
THE COMPANY AND THE MARKET CONDITIONS, INCLUDING BUT
NOT LIMITED TO THE FINAL PRINCIPAL AMOUNT, INTEREST
RATE AND TERM OF MATURITY OF THE SHORT-TERM COMMERCIAL
PAPER AS SPECIFIED AND THE PREPARATION AND EXECUTION
OF ALL NECESSARY DOCUMENTS
------------------------------------------------------------------------------------
ISSUER: CHINA PETROLEUM & CHEMICAL CORP SINOPEC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORT OF THE 2ND SESSION OF ISSUER YES FOR N/A
THE BOARD OF DIRECTORS OF SINOPEC CORPORATION
INCLUDING THE REPORT OF THE BOARD OF DIRECTORS OF
SINOPEC CORPORATION FOR THE YEAR 2005
PROPOSAL #2.: APPROVE THE REPORT OF THE 2ND SESSION OF ISSUER YES FOR N/A
THE SUPERVISORY COMMITTEE OF SINOPECCORPORATION
INCLUDING THE REPORT OF THE SUPERVISORY COMMITTEE OF
SINOPEC CORPORATION FOR THE YEAR 2005
PROPOSAL #3.: APPROVE THE AUDITED ACCOUNTS AND AUDITED ISSUER YES FOR N/A
CONSOLIDATED ACCOUNTS OF SINOPEC CORPORATION FOR THE
YE 31 DEC 2005
PROPOSAL #4.: APPROVE THE PLAN FOR PROFIT ISSUER YES FOR N/A
APPROPRIATION AND THE FINAL DIVIDEND OF SINOPEC
CORPORATION FOR THE YE 31 DEC 2005
PROPOSAL #5.: APPOINT THE PRC AND THE INTERNATIONAL ISSUER YES FOR N/A
AUDITORS OF SINOPEC CORPORATION FOR THEYEAR 2006 AND
AUTHORIZE THE BOARD OF DIRECTORS TO FIX THEIR
REMUNERATION
PROPOSAL #6.1: ELECT MR. CHEN TONGHAI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.2: ELECT MR. ZHOU YUAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.3: ELECT MR. WANG TIANPU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.4: ELECT MR. ZHANG JIANHUA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.5: ELECT MR. WANG ZHIGANG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.6: ELECT MR. DAI HOULIANG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.7: ELECT MR. FAN YIFEI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.8: ELECT MR. YAO ZHONGMIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.9: ELECT MR. SHI WANPENG AS AN INDEPENDENT ISSUER YES FOR N/A
NON-EXECUTIVE DIRECTOR
PROPOSAL #6.10: ELECT MR. LIU ZHONGLI AS AN ISSUER YES FOR N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL #6.11: ELECT MR. LI DESHUI AS AN INDEPENDENT ISSUER YES FOR N/A
NON-EXECUTIVE DIRECTOR
PROPOSAL #7.1: ELECT MR. WANG ZUORAN AS A ISSUER YES FOR N/A
REPRESENTATIVE SUPERVISORS OF THE 3RD SESSION OF THE
SUPERVISORY COMMITTEE OF SINOPEC CORPORATION
PROPOSAL #7.2: ELECT MR. ZHANG YOUCAI AS A ISSUER YES FOR N/A
REPRESENTATIVE SUPERVISORS OF THE 3RD SESSION OF THE
SUPERVISORY COMMITTEE OF SINOPEC CORPORATION
PROPOSAL #7.3: ELECT MR. KANG XIANZHANG AS A ISSUER YES FOR N/A
REPRESENTATIVE SUPERVISORS OF THE 3RD SESSION OF THE
SUPERVISORY COMMITTEE OF SINOPEC CORPORATION
PROPOSAL #7.4: ELECT MR. ZOU HUIPING AS A ISSUER YES FOR N/A
REPRESENTATIVE SUPERVISORS OF THE 3RD SESSION OF THE
SUPERVISORY COMMITTEE OF SINOPEC CORPORATION
PROPOSAL #7.5: ELECT MR. LI YONGGUI AS A ISSUER YES FOR N/A
REPRESENTATIVE SUPERVISORS OF THE 3RD SESSION OF THE
SUPERVISORY COMMITTEE OF SINOPEC CORPORATION
PROPOSAL #8.: APPROVE THE SERVICE CONTRACTS BETWEEN ISSUER YES FOR N/A
SINOPEC CORPORATION AND THE DIRECTORS OF THE 3RD
SESSION OF THE BOARD OF DIRECTORS AND THE SUPERVISORS
OF THE 3RD SESSION OF THE SUPERVISORY COMMITTEE
INCLUDING EMOLUMENTS PROVISIONS
PROPOSAL #9.: APPROVE MAJOR CONTINUING CONNECTED ISSUER YES AGAINST N/A
TRANSACTIONS, AMENDMENTS OF AGREEMENTS, NON-MAJOR
CONTINUING CONNECTED TRANSACTIONS AND CAPS FOR MAJOR
CONTINUING CONNECTED TRANSACTIONS AND AUTHORIZE THE
BOARD OF DIRECTORS OF SINOPEC CORPORATION TO, AT ITS
DISCRETION TAKE ANY OTHER ACTION OR ISSUE ANY OTHER
DOCUMENTS NECESSARY TO IMPLEMENT THE MAJOR CONTINUING
CONNECTED TRANSACTIONS AND SUPPLEMENTAL AGREEMENTS FOR
CONNECTED TRANSACTIONS
PROPOSAL #s.10: APPROVE THE ISSUE AS COMMERCIAL PAPER ISSUER YES AGAINST N/A
BASED ON PREVAILING MARKET TERMS AND COMPARABLE
COMMERCIAL PAPERS ISSUED IN THE PRC AND THE MAXIMUM
AMOUNT OF THE COMMERCIAL PAPER SHALL NOT EXCEED 10% OF
THE LATEST AUDITED AMOUNT OF THE NET ASSETS AT THE
TIME OF THE ISSUE AND THE EFFECTIVE PERIOD OF THE
APPROVAL SHALL COMMENCE FROM THE DATE ON WHICH THE
RESOLUTION IS APPROVED AT 2005 AGM BY SHAREHOLDERS AND
END ON THE COMPLETION OF THE 2006 AGM AND AUTHORIZE
THE CHAIRMAN TO DETERMINE MATTERS RELEVANT TO THE
ISSUE OF THE COMMERCIAL PAPER BASED ON THE NEEDS OF
SINOPEC CORPORATION AND MARKET CONDITIONS
PROPOSAL #s.11: APPROVE THE PROPOSED AMENDMENTS TO THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION AND ITS SCHEDULES OF SINOPEC
CORPORATION AND AUTHORIZE THE SECRETARY TO THE BOARD
OF DIRECTORS TO, ON BEHALF OF SINOPEC CORPORATION,
DEAL WITH ALL APPLICATIONS, FILINGS, REGISTRATIONS AND
RECORDING RELEVANT TO THE PROPOSED AMENDMENTS TO THE
ARTICLES OF ASSOCIATION AND ITS SCHEDULES
------------------------------------------------------------------------------------
ISSUER: CHINA STEEL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/15/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: RECEIVE THE 2005 BUSINESS OPERATIONS ISSUER YES FOR N/A
REPORT
PROPOSAL #1.2: RECEIVE THE SUPERVISOR'S REVIEW OF THE ISSUER YES FOR N/A
FINALIZED FINANCIAL STATEMENTS OF 2005
PROPOSAL #1.3: APPROVE THE STATUS OF ENDORSEMENT AND ISSUER YES FOR N/A
GUARANTEE
PROPOSAL #1.4: APPROVE TO REPORT THE STATUS OF THE ISSUER YES FOR N/A
REPURCHASE OF THE COMPANY'S OWN SHARES
PROPOSAL #1.5: RECEIVE THE REPORT ON THE CRITERIA OF ISSUER YES FOR N/A
ETHICAL BEHAVIOR FOR THE DIRECTORS AND THE SUPERVISORS
AND THE CRITERIA OF ETHICAL BEHAVIOR FOR HIGH RANKING
OFFICERS
PROPOSAL #2.1: APPROVE THE 2005 BUSINESS REPORT AND ISSUER YES FOR N/A
THE FINANCIAL STATEMENTS
PROPOSAL #2.2: APPROVE THE 2005 PROFIT DISTRIBUTION; ISSUER YES FOR N/A
CASH DIVIDEND: TWD 3.75 PER SHARE
PROPOSAL #2.3: APPROVE THE ISSUANCE OF NEW SHARES FROM ISSUER YES FOR N/A
RETAINED EARNINGS; STOCK DIVIDEND: 35 SHARES FOR 1000
SHARES HELD
PROPOSAL #2.4: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #2.5: AMEND THE RULES OF THE SHAREHOLDERS ISSUER YES FOR N/A
MEETING
PROPOSAL #2.6: APPROVE TO RELEASE THE PROHIBITION ON ISSUER YES FOR N/A
THE DIRECTOR, MR. Y.C. CHIANG, FROM PARTICIPATION IN
COMPETITIVE BUSINESS
PROPOSAL #2.7: APPROVE TO RELEASE THE PROHIBITION ON ISSUER YES FOR N/A
THE DIRECTOR, MR. L.M. CHUNG, FROM PARTICIPATION IN
COMPETITIVE BUSINESS
PROPOSAL #3.: EXTRAORDINARY MOTIONS ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: CHINA STEEL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/15/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF OPERATIONS 2005 ISSUER NO N/A N/A
PROPOSAL #2.: RECEIVE THE REPORT OF THE SUPERVISOR'S ISSUER NO N/A N/A
REVIEW OF THE FINALIZED FINANCIAL STATEMENTS OF 2005
PROPOSAL #3.: RECEIVE THE REPORT OF THE STATUS OF ISSUER NO N/A N/A
GUARANTEE PROVIDED BY CSC AS OF THE END OF 2005
PROPOSAL #4.: RECEIVE THE REPORT OF THE STATUS OF ISSUER NO N/A N/A
REPURCHASE OF THE COMPANY'S OWN SHARES
PROPOSAL #5.: RECEIVE THE REPORT ON THE CRITERIA OF ISSUER NO N/A N/A
ETHICAL BEHAVIOUR FOR HIGH RANKING OFFICERS
PROPOSAL #1.: APPROVE THE 2005 OPERATION REPORT AND ISSUER YES FOR N/A
THE FINANCIAL STATEMENTS AS SPECIFIED
PROPOSAL #2.: APPROVE THE EARNINGS APPROPRIATION OF ISSUER YES FOR N/A
2005 AS SPECIFIED
PROPOSAL #3.: APPROVE THE ISSUANCE OF NEW SHARES ISSUER YES FOR N/A
THROUGH THE CONVERSION OF EARNINGS TO INCREASED
CAPITAL AS SPECIFIED
PROPOSAL #4.: AMEND THE ARTICLES OF ASSOCIATION AS ISSUER YES FOR N/A
SPECIFIED
PROPOSAL #5.: AMEND THE RULES OF THE SHAREHOLDERS ISSUER YES FOR N/A
MEETING AS SPECIFIED
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 FOR THE CHAIRMAN OF THE BOARD MR.
Y.C. CHIANG AS SPECIFIED
PROPOSAL #7.: APPROVE THE REMOVAL OF THE PROHIBITION ISSUER YES FOR N/A
AGAINST THE HOLDINGS OF THE SAME OR SIMILAR POSITIONS
IN OTHER COMPANIES FOR THE DIRECTOR MR. L.M. CHUNG AS
SPECIFIED
PROPOSAL #8.: OTHER MATTERS AND PROVISIONAL MOTIONS ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: CHUGOKU BANK LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ALLOW DISCLOSURE OF ISSUER YES FOR N/A
SHAREHOLDER MEETING MATERIALS ON THEINTERNET, ALLOW
USE OF ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS,
APPROVE MINOR REVISIONS RELATED TO THE NEW
COMMERCIAL CODE, APPOINT INDEPENDENT AUDITORS
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: CIA SANEAMENTO BASICO DO ESTADO DE SAO PAULO SABESP
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE COMPANY BYLAWS TO CREATE THE ISSUER YES FOR N/A
AUDIT COMMITTEE IN COMPLIANCE WITH THE SARBANES-OXLEY
ACT AND BY ADDING ARTICLES 17, 18, 19, 20, 21, 22, 23
AND 24 AND RENUMBERING THE SUBSEQUENT ARTICLES
PROPOSAL #2.: OTHER MATTERS OF CORPORATE INTEREST ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: CIA SANEAMENTO BASICO DO ESTADO DE SAO PAULO SABESP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.I: AMEND ARTICLES 1ST, 2ND AND 3RD ISSUER YES FOR N/A
PARAGRAPHS, IN ACCORDANCE WITH THE TERMS OF STATE LAW
NUMBER 12.292 OR 02 MAR 2006
PROPOSAL #I.II: AMEND ARTICLE 13TH MAIN PART AND ISSUER YES FOR N/A
PARAGRAPHS, 14TH MAIN PART AND PARAGRAPH 1ST, 26TH
PARAGRAPH 1ST, 36TH MAIN PART, AS WELL AS TO REDRAFT
ARTICLES 41ST, 42ND, 43RD, 44TH, 45TH, 46TH, 47TH AND
ITEMS, 48TH MAIN PART, 49TH MAIN PART AND PARAGRAPHS
1ST AND 2ND AND 51ST TO BRING THEM INTO COMPLIANCE
WITH THE NEW TERMS OF THE LISTING REGULATIONS OF THE
NEW MARKET OF THE SAO PAULO STOCK EXCHANGE
PROPOSAL #I.III: AMEND ARTICLES 25TH MAIN PART AND ISSUER YES AGAINST N/A
PARAGRAPHS, 27TH MAIN PART AND SOLE PARAGRAPH, 29TH
MAIN PART AND PARAGRAPH 2ND, 31ST MAIN PART, TO BRING
THEM INTO LINE WITH THE COMPANY'S CURRENT
ORGANIZATIONAL STRUCTURE AND INSERT ARTICLE AND
PARAGRAPHS WITH A VIEW TO ASSURING THE TECHNICAL-LEGAL
DEFENSE OF THE MEMBERS OF THE BOARD OF DIRECTORS,
EXECUTIVE COMMITTEE, FINANCE COMMITTEE, EMPLOYEES OR
AGENTS WHO HAVE ACTED UNDER AUTHORITY DELEGATED BY THE
ADMINISTRATORS
PROPOSAL #I.IV: APPROVE TO REORGANIZE CHAPTERS III AND ISSUER YES AGAINST N/A
VII, CHANGE AND STANDARDIZE THE WORDING, TO INCLUDE,
EXCLUDE AND RENUMBER THE ARTICLES AS WELL AS TO
CONSOLIDATE THE COMPANY'S CORPORATE BYLAWS AS SPECIFIED
PROPOSAL #II.: ELECT A MEMBER OF THE BOARD OF DIRECTORS ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: CIBA SPEZIALITAETENCHEMIE HOLDING AG, BASEL
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/2/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, THE ANNUAL ISSUER YES FOR N/A
FINANCIAL STATEMENTS AND OF THE CONSOLIDATED
STATEMENTS FOR 2005; ACKNOWLEDGE THE REPORTS OF THE
AUDITORS AND OF THE INDEPENDENT GROUP AUDITORS
PROPOSAL #2.: APPROVE THE ALLOCATION OF INCOME AND ISSUER YES FOR N/A
DIVIDENDS OF CHF 3 PER SHARE
PROPOSAL #3.: GRANT DISCHARGE TO THE BOARD OF ISSUER YES FOR N/A
DIRECTORS AND THE SENIOR MANAGEMENT FROM THE LIABILITY
PROPOSAL #4.: APPROVE TO RENEW CHF 4 MILLION POOL OF ISSUER YES FOR N/A
CAPITAL FOR 2 YEARS
PROPOSAL #5.: ELECT MR. BEAT HESS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT PROF. DR. JEAN-MARIE PIERRE ISSUER YES FOR N/A
LEHN AS A DIRECTOR
PROPOSAL #7.: RE-ELECT PROF. DR. PETER LITTMANN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #8.: RE-ELECT ERNST & YOUNG AG AS THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #9.: RE-ELECT OBT AG AS THE SPECIAL AUDITORS ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: CIRCLE K SUNKUS CO LTD, INAZAWA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ALLOW COMPANY TO RE- ISSUER YES AGAINST N/A
ISSUE REPURCHASED SHARES, ALLOWDISCLOSURE OF
SHAREHOLDER MEETING MATERIALS ON THE INTERNET, APPROVE
MINOR REVISIONS RELATED TO THE NEW COMMERCIAL
CODE, EXPAND BUSINESS LINES, AUTHORIZE USE OF
OUTSIDE AUDITOR
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: APPOINT 1 SUPPLEMENTARY AUDITOR ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: CMC MAGNETICS CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/15/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: RECEIVE THE 2005 OPERATION REPORT ISSUER YES FOR N/A
PROPOSAL #1.2: RECEIVE THE SUPERVISORS REVIEW OF YEAR ISSUER YES FOR N/A
2005 FINANCIAL REPORT
PROPOSAL #1.3: RECEIVE THE REPORT OF THE STATUS OF ISSUER YES FOR N/A
ENDORSEMENT GUARANTEE OF 2005
PROPOSAL #1.4: RECEIVE THE REPORT OF THE STATUS OF ISSUER YES FOR N/A
ACQUIRING OR DISPOSAL OF THE ASSETS OF 2005
PROPOSAL #1.5: RECEIVE THE REPORT OF THE STATUS OF ISSUER YES FOR N/A
BUYING BACK TREASURY STOCKS OF FY 2005
PROPOSAL #1.6: RECEIVE THE REPORT ON THE STATUS OF ISSUER YES FOR N/A
INVESTMENT PLAN IN MAINLAND CHINA OF 2005
PROPOSAL #2.1: RATIFY THE BUSINESS OPERATION RESULT ISSUER YES FOR N/A
AND FINANCIAL REPORTS OF FY 2005
PROPOSAL #2.2: RATIFY THE NET PROFIT/LOSS ALLOCATION ISSUER YES FOR N/A
OF FY 2005
PROPOSAL #2.3: RATIFY THE AMENDMENT OF THE REGULATIONS ISSUER YES FOR N/A
FOR BUYING BACK TREASURY STOCKS TRANSFERRED TO
EMPLOYEES
PROPOSAL #2.4: RATIFY THE AMENDMENT OF THE PROCESS ISSUER YES AGAINST N/A
PROCEDURES OF LENDING FUNDS TO OTHER AND
ENDORSEMENTS/GUARANTEES
PROPOSAL #2.5: RATIFY THE AMENDMENT OF THE PROCESS ISSUER YES AGAINST N/A
PROCEDURES OF ACQUISITION AND DISPOSAL OFASSETS
PROPOSAL #2.6: AMEND THE COMPANY ARTICLES ISSUER YES AGAINST N/A
PROPOSAL #2.7: APPROVE THE PRIVATE PLACEMENT SECURITIES ISSUER YES FOR N/A
PROPOSAL #3.1: RE-ELECT MR. WONG MING SEN AS A ISSUER YES FOR N/A
DIRECTOR; ID NO. D100772112
PROPOSAL #3.2: RE-ELECT MR. YANG YA HSIU AS A ISSUER YES FOR N/A
DIRECTOR; ID NO. D200757395
PROPOSAL #3.3: RE-ELECT MR. CHEN HSIEN TAI AS A ISSUER YES FOR N/A
DIRECTOR; ID NO. D100506234
PROPOSAL #3.4: RE-ELECT MR. TSENG YI AN AS A DIRECTOR; ISSUER YES FOR N/A
ID NO. D120652273
PROPOSAL #3.5: RE-ELECT MR. JOHN TSAI AS A DIRECTOR; ISSUER YES FOR N/A
ID NO. D120886180
PROPOSAL #3.6: RE-ELECT MR. TSAI WEN FENG AS A ISSUER YES FOR N/A
DIRECTOR; ID NO. E121314013
PROPOSAL #3.7: RE-ELECT CHING HOUNG ENTERPRISES CO., ISSUER YES FOR N/A
LTD AS A DIRECTOR; ID NO. 70019410
PROPOSAL #3.8: ELECT MR. KUO JUNNE HUEY AS A DIRECTOR; ISSUER YES FOR N/A
ID NO. P100203353
PROPOSAL #3.9: ELECT MR. TZUNG AN CHENG AS A DIRECTOR; ISSUER YES FOR N/A
ID NO. D100375266
PROPOSAL #3.10: RE-ELECT MR. YEH MIN CHENG AS A ISSUER YES FOR N/A
SUPERVISOR; ID NO. S101836055
PROPOSAL #3.11: ELECT MR. LEE MEI YIN AS A SUPERVISOR; ISSUER YES FOR N/A
ID NO. C220451811
PROPOSAL #4.: OTHERS AND EXTRAORDINARY PROPOSALS ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: COMPAL ELECTRONICS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, COMPAL ELECTRONICS ISSUER YES FOR N/A
INCORPORATION CEI WILL SPIN OFF ITS PERSONAL
MOBILE COMPUTING & COMMUNICATIONS BUSINESS UNIT PMCC
WILL MERGE WITH COMPAL COMMUNICATIONS INCORPORATION
CCI ; CCI WILL ISSUE NEW SHARES TO EXCHANGE FOR CEI'S
PMCC NET ASSET
PROPOSAL #2.: OTHER ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: COMPAL ELECTRONICS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.A: RECEIVE THE BUSINESS OPERATIONAL ISSUER NO N/A N/A
PERFORMANCE REPORT IN 2005
PROPOSAL #1.B: RECEIVE THE SUPERVISORS REVIEW OF 2005 ISSUER NO N/A N/A
FINANCIAL STATEMENTS
PROPOSAL #1.C: APPROVE THE ISSUANCE OF ZERO COUPON ISSUER NO N/A N/A
CONVERTIBLE BONDS DUE 2010
PROPOSAL #2.A: APPROVE THE 2005 FINANCIAL STATEMENTS ISSUER YES FOR N/A
PROPOSAL #2.B: APPROVE THE DIVIDEND DISTRIBUTION PLAN ISSUER YES FOR N/A
OF 2005 EARNINGS
PROPOSAL #3.A: APPROVE TO INCREASE THE CAPITAL BY ISSUER YES FOR N/A
ISSUING NEW SHARES FROM CAPITALIZATION OF CAPITAL
SURPLUS, RETAINED EARNINGS AND ISSUANCE OF EMPLOYEES
STOCK BONUS
PROPOSAL #3.B: AMEND THE ARTICLES OF INCORPORATION ISSUER YES AGAINST N/A
PROPOSAL #3.C: AMEND THE PROCEDURES FOR ENDORSEMENT ISSUER YES AGAINST N/A
AND GUARANTEE
PROPOSAL #3.D: AMEND THE POLICIES AND PROCEDURES FOR ISSUER YES AGAINST N/A
FINANCIAL DERIVATIVE TRANSACTIONS
PROPOSAL #3.E: ELECT 11 DIRECTORS AND 3 SUPERVISORS ISSUER YES FOR N/A
PROPOSAL #3.F: APPROVE THE WAIVER TO CERTAIN DIRECTORS ISSUER YES FOR N/A
NON-COMPETITION OBLIGATION
PROPOSAL #4.: OTHER MATTERS AND MOTIONS ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: COMPANHIA DE SANEAMENTO BASICO DO ESTADO DE SAO PAULO -SABESP
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT A MEMBER OF THE BOARD OF DIRECTORS ISSUER YES FOR N/A
UNDER THE TERMS OF PARAGRAPH 3 OF ARTICLE 14 OF THE
CORPORATE BY-LAWS FOR THE SUBSTITUTE MEMBER'S
REMAINING TERM OF OFFICE
PROPOSAL #2.: RATIFY THE REMUNERATION OF THE MEMBERS ISSUER YES FOR N/A
OF THE EXECUTIVE COMMITTEE AND THE BOARD OF DIRECTORS
PROPOSAL #3.: OTHER MATTERS OF CORPORATE INTEREST ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: COMPANHIA DE SANEAMENTO BASICO DO ESTADO DE SAO PAULO -SABESP
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.: APPROVE THE ADMINISTRATORS ACCOUNTS AND ISSUER YES FOR N/A
FINANCIAL STATEMENTS DOCUMENTED WITH OPTIONS FROM THE
STATUTORY AUDIT COMMITTEE AND THE EXTERNAL AUDITORS,
REFERRED TO THE YEAR 2005, ACCORDING TO THE MANAGEMENT
REPORT, BALANCE SHEET AND CORRESPONDING EXPLANATORY
REMARKS
PROPOSAL #II.: APPROVE TO DELIBERATE THE PROFITS ISSUER YES FOR N/A
ALLOCATION AND TRANSFER OF THE PROFITS BALANCE
ACCUMULATED FOR INVESTMENT RESERVE
PROPOSAL #III.: ELECT THE MEMBERS OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS, FINANCE COMMITTEE AND THEIR RESPECTIVE
SUBSTITUTES
------------------------------------------------------------------------------------
ISSUER: COMPANHIA VALE DO RIO DOCE
TICKER: RIOPR CUSIP: 204412100
MEETING DATE: 3/31/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I: TO APPROVE THE TERMS, CONDITIONS AND ISSUER YES FOR FOR
REASONS (THE PROTOCOLO E JUSTIFICACAO ) FOR THE
MERGER OF ALL THE SHARES OF THE CAPITAL STOCK OF CAEMI
- MINERACAO E METALURGIA S.A. (CAEMI)) INTO THE
ASSETS OF CVRD IN ORDER TO CONVERT THE FORMER INTO A
WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, PURSUANT TO
ARTICLE 252 OF THE BRAZILIAN CORPORATE LAW.
PROPOSAL #II: TO RATIFY THE APPOINTMENT OF THE EXPERTS ISSUER YES FOR FOR
WHO PREPARED THE VALUE APPRAISAL OF THE PREFERRED
SHARES ISSUED BY CAEMI TO BE MERGED INTO CVRD ASSETS.
PROPOSAL #III: TO DECIDE ON THE APPRAISAL REPORT, ISSUER YES FOR FOR
PREPARED BY THE EXPERTS.
PROPOSAL #IV: TO APPROVE THE MERGER OF ALL OF THE ISSUER YES FOR FOR
SHARES ISSUED BY CAEMI INTO THE ASSETS OF THE CVRD.
PROPOSAL #V: TO APPROVE CVRD CAPITAL INCREASE WITHIN ISSUER YES FOR FOR
THE ISSUANCE OF 64,151,361 PREFERRED CLASS A SHARES,
TO BE PAID-IN WITH THE SHARES OF CAEMI TO BE MERGED
INTO THE COMPANY'S ASSETS, AND THE CONSEQUENT CHANGE
OF THE CAPUT OF ARTICLE 5 OF THE CVRD'S BY-LAWS.
------------------------------------------------------------------------------------
ISSUER: COMPANHIA VALE DO RIO DOCE
TICKER: RIOPR CUSIP: 204412100
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1: APPRECIATION OF THE MANAGEMENTS REPORT ISSUER YES ABSTAIN AGAINST
AND ANALYSIS, DISCUSSION AND VOTE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005
PROPOSAL #O2: PROPOSAL FOR THE DESTINATION OF PROFITS ISSUER YES ABSTAIN AGAINST
OF THE SAID FISCAL YEAR AND APPROVAL OF THE INVESTMENT
BUDGET FOR THE COMPANY, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT
PROPOSAL #O3: APPOINTMENT OF THE MEMBERS OF THE FISCAL ISSUER YES ABSTAIN AGAINST
COUNCIL
PROPOSAL #O4: ESTABLISHMENT OF THE REMUNERATION OF THE ISSUER YES ABSTAIN AGAINST
SENIOR MANAGEMENT AND FISCAL COUNCIL MEMBERS
PROPOSAL #E1: PROPOSAL FOR A FORWARD SPLIT, ALL AS ISSUER YES ABSTAIN AGAINST
MORE FULLY DESCRIBED IN THE PROXY STATEMENT
PROPOSAL #E2: PROPOSAL TO MODIFY THE COMPANY'S BY- ISSUER YES ABSTAIN AGAINST
LAWS, RELATED TO SECTION II AND SUBSECTION IV OF
CHAPTER IV, IN RELATION TO THE ADVISORY COMMITTEES, IN
THE FOLLOWING TERMS: A) CHANGE OF THE HEADING OF
ARTICLE 15; B) AMENDMENT TO ARTICLE 16; C) ADD ITEM IV
TO ARTICLE 21; AND D) ALTERATION OF THE HEADING OF
ARTICLE 25, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT
PROPOSAL #E3: CONSOLIDATION OF THE AMENDMENTS TO ISSUER YES ABSTAIN AGAINST
CVRD'S BY-LAWS, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT
------------------------------------------------------------------------------------
ISSUER: CONTINENTAL AG, HANNOVER
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2006 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 2005 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 146,360,820.74 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE, EUR
496,111.74 SHALL BE CARRIED FORWARD, EX-DIVIDEND AND
PAYABLE DATE 08 MAY 2006
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, HANOVER AS THE AUDITORS FOR THE FY
2006
PROPOSAL #6.: AUTHORIZE THE COMPANY TO ACQUIRE OWN ISSUER NO N/A N/A
SHARES OF UP TO EUR 37,341,363.20, AT A PRICE
DIFFERING NEITHER MORE THAN 10% FROM THE MARKET PRICE
OF THE SHARES IF THEY ARE ACQUIRED THROUGH THE STOCK
EXCHANGE, NOR MORE THAN 20% IF THE SHARES ARE ACQUIRED
BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 04 NOV
2007; AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO
DISPOSE THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE SHARES
SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, TO OFFER SHARES OF UP TO EUR 37,341,363.20 TO
3RD PARTIES IN CONNECTION WITH MERGERS AND
ACQUISITIONS, TO FLOAT THE SHARES ON FOREIGN STOCK
EXCHANGES, TO USE THE SHARES WITHIN THE SCOPE OF THE
COMPANY'S 1999 AND 2004 STOCK OPTION PLANS OR FOR
SATISFYING EXISTING CONVERSION OR OPTION RIGHTS AND TO
RETIRE THE SHARES
PROPOSAL #7.1: ELECT MR. CHRISTIAN STREIFF AS A ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #7.2: ELECT MR. WALTER FLECKEN AS A ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #7.3: ELECT MR. DIRK DREISKAEMPER AS A ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #8.: APPROVE TO REVOCATE THE EXISTING ISSUER NO N/A N/A
AUTHORIZED CAPITAL 2001 AND 2002, THE CREATION OF NEW
AUTHORIZED CAPITAL, AND THE CORRESPONDING AMENDMENT TO
THE ARTICLES OF ASSOCIATION 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 186,700,000 THROUGH THE ISSUE OF
NEW SHARES AGAINST PAYMENT IN CASH AND/OR KIND, ON OR
BEFORE 04 MAY 2011 AUTHORIZED CAPITAL 2006 ; AND
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS
EXCEPT FOR RESIDUAL AMOUNTS, FOR THE GRANTING OF SUCH
RIGHTS TO OTHER BONDHOLDERS, FOR A CAPITAL INCREASE OF
UP TO EUR 37,341,363.20 IF THE NEW SHARES ARE ISSUED
AT A PRICE NOT MATERIALLY BELOW THE MARKET PRICE OF
IDENTICAL SHARES, AND FOR A CAPITAL INCREASE AGAINST
PAYMENT IN KIND IN CONNECTION WITH ACQUISITIONS
PROPOSAL #9.: GRANT AUTHORITY TO ISSUE THE ISSUER NO N/A N/A
CONVERTIBLES OR WARRANT BONDS, THE REVOCATION OF THE
EXISTING CONTINGENT CAPITAL, THE AUTHORIZATION TO
ISSUE CONVERTIBLES AND/OR WARRANT BONDS, THE CREATION
OF NEW CONTINGENT CAPITAL, AND AMEND THE CORRESPONDING
ARTICLES OF ASSOCIATION: A) THE EXISTING CONTINGENT
CAPITAL AS PER SECTIONS 4(2) AND (3) OF THE ARTICLES
OF ASSOCIATION; B) THE AUTHORIZATION OF THE
SHAREHOLDERS MEETING OF 23 MAY 2001 TO ISSUE BONDS OF
UP TO EUR 1,500,000,000 BE REDUCED BY EUR
1,100,000,000; C) THE CONTINGENT CAPITAL OF EUR
140,000,000 AS PER SECTION 6(1) THE ARTICLES OF
ASSOCIATION BE REDUCED TO EUR 31,900,000; D) AUTHORIZE
THE BOARD OF MANAGING DIRECTORS, WITH THE CONSENT OF
THE SUPERVISORY BOARD, TO ISSUE BONDS OF UP TO EUR
6,000,000,000, HAVING A TERM OF UP TO 20 YEARS AND
CONFERRING CONVERTIBLE AND/OR OPTION RIGHTS FOR NEW
SHARES OF THE COMPANY, ON OR BEFORE 04 MAY 2011;
SHAREHOLDERS BE GRANTED INDIRECT SUBSCRIPTION RIGHTS
EXCEPT FOR THE ISSUE OF BONDS CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY OF UP
TO EUR 37,341,363.20 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; E) THE COMPANY'S
SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO
EUR 149,000,000 THROUGH THE ISSUE OF NEW SHARES,
INSOFAR AS CONVERTIBLE AND/OR OPTION RIGHTS ARE
EXERCISED
PROPOSAL #10.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
CONNECTION WITH THE LAW OF COMPANY INTEGRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
UMAG AS FOLLOWS: SECTION 17(1), REGARDING
SHAREHOLDERS MEETINGS BEING CONVENED AT LEAST 30 DAYS
BEFORE THE SHAREHOLDER DEADLINE FOR REGISTERING TO
ATTEND THE MEETING, SECTION 18(1) AND (2), REGARDING
THE DEADLINE FOR REGISTERING TO ATTEND THE
SHAREHOLDERS MEETING BEING THE 7TH DAY PRIOR TO THE
MEETING DATE AND REGISTRATION INCLUDING PROOF OF
SHAREHOLDING AS PER THE 21ST DAY PRIOR TO THE MEETING
DATE, SECTION 18(3) DELETION
PROPOSAL #11.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
CONNECTION WITH THE LAW OF COMPANY INTEGRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
UMAG AS FOLLOWS: SECTION 19(3) 2, REGARDING THE
CHAIRMAN OF THE SHAREHOLDERS MEETING BEING AUTHORIZED
TO LIMIT THE TIME FOR QUESTIONS AND ANSWERS AT
SHAREHOLDERS MEETINGS
PROPOSAL #12.: AMEND THE ARTICLES OF ASSOCIATION ISSUER NO N/A N/A
SECTION 5(3) AND (4) DELETION, SECTION 5(2), REGARDING
THE SHAREHOLDERS RIGHT TO CERTIFICATION OF THEIR
SHARES BEING EXCLUDED
------------------------------------------------------------------------------------
ISSUER: CORUS GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/9/2006 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 31 DEC 2005
PROPOSAL #2.: APPROVE THE DIRECTORS REPORT ON ISSUER YES FOR N/A
REMUNERATION FOR THE YE 31 DEC 2005
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 1P PER ISSUER YES FOR N/A
ORDINARY SHARE PAYABLE TO SHAREHOLDERS ON THE REGISTER
OF THE MEMBERS AT THE CLOSE OF BUSINESS ON 21 APR 2006
PROPOSAL #4.1: APPOINT MS. E.N. HARWERTH AS A ISSUER YES FOR N/A
DIRECTORS OF THE COMPANY
PROPOSAL #4.2: RE-APPOINT MR. J.W. LENG AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.3: RE-APPOINT MR. P. VARIN AS A DIRECTORS ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.4: RE-APPOINT MR. A.M. ROBB AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #5.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF
THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPANY
PROPOSAL #6.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #7.: AUTHORIZE CORUS GROUP PLC, IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 347C OF THE COMPANIES ACT 1985, TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATIONS UP TO A
MAXIMUM AGGREGATE AMOUNT OF GBP 55,000 IN TOTAL AND TO
INCUR EU POLITICAL EXPENDITURE UP TO GBP 55,000 IN
TOTAL; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE COMPANY'S NEXT AGM OR 15 MONTHS
PROPOSAL #8.: AUTHORIZE CORUS UK LIMITED, IN ISSUER YES FOR N/A
ACCORDANCE WITH SECTION 347C OF THE COMPANIES ACT
1985, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 55,000 IN
TOTAL AND TO INCUR EU POLITICAL EXPENDITURE UP TO GBP
55,000 IN TOTAL; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE COMPANY'S NEXT AGM OR 15 MONTHS
PROPOSAL #9.: AUTHORIZE ORB ELECTRICAL STEELS LIMITED, ISSUER YES FOR N/A
IN ACCORDANCE WITH SECTION 347 C OF THE COMPANIES ACT
1985, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
UP TO GBP 55,000 IN TOTAL AND TO INCUR EU POLITICAL
EXPENDITURE UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP
55,000 IN TOTAL; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE COMPANY'S NEXT AGM OR 15 MONTHS
PROPOSAL #10.: AUTHORIZE THE COMPANY, SUBJECT TO AND ISSUER YES FOR N/A
CONDITIONAL 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
BECOMING EFFECTIVE, ALL OF THE ORDINARY SHARES OF 10P
EACH IN THE CAPITAL OF THE COMPANY THE ORDINARY
SHARES WHICH ON 12 MAY 2006 OR SUCH OTHER DATE AS
THE DIRECTORS OF THE COMPANY MAY DETERMINE : I) IN THE
CASE OF ALL ORDINARY SHARES THAT ARE UNISSUED, BE
CONSOLIDATED INTO NEW ORDINARY SHARES OF 50P EACH IN
THE CAPITAL OF THE COMPANY EACH AN UNISSUED NEW
ORDINARY SHARES ON THE BASIS OF 5 ORDINARY SHARES FOR
1 UNISSUED NEW ORDINARY SHARE, PROVIDED THAT WHERE
SUCH CONSOLIDATION RESULTS IN A FRACTION OF AN
UNISSUED NEW ORDINARY SHARE, THAT NUMBER OF ORDINARY
SHARES WHICH WOULD OTHERWISE CONSTITUTE SUCH FRACTION
SHALL, IN ORDER THAT THE NOMINAL SHARE CAPITAL IS A
WHOLE NUMBER, BE CANCELLED PURSUANT TO SECTION
121(2)(E) OF THE COMPANIES ACT 1985; AND II) IN THE
CASE OF ALL ORDINARY SHARE THAT ARE IN ISSUE, BE
CONSOLIDATED INTO NEW ORDINARY SHARES OF 50P EACH IN
THE CAPITAL OF THE COMPANY EACH A NEW ORDINARY SHARE
ON THE BASIS OF 5 ORDINARY SHARES FOR 1 NEW ORDINARY
SHARE, PROVIDED THAT, WHERE SUCH CONSOLIDATION RESULTS
IN ANY MEMBER BEING ENTITLED TO A FRACTION OF A NEW
ORDINARY SHARE, SUCH FRACTION SHALL, SO FAR AS
POSSIBLE, BE AGGREGATED WITH THE FRACTIONS OF NEW
ORDINARY SHARES TO WHICH OTHER MEMBERS OF THE COMPANY
MAY BE ENTITLED AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO SELL OR APPOINT ANY OTHER PERSON TO SELL
TO ANY PERSON , ON BEHALF OF THE RELEVANT MEMBERS, ALL
THE NEW ORDINARY SHARES REPRESENTING SUCH FRACTIONS
AT THE BEST PRICE THE PROCEEDS OF SALE NET OF ANY
COMMISSIONS, DEALING COSTS AND ADMINISTRATIVE EXPENSES
IN DUE PROPORTION AMONG THE RELEVANT MEMBERS
ENTITLED THERETO SAVE THAT ANY FRACTION OF A PENNY
WHICH WOULD OTHERWISE BE PAYABLE SHALL BE ROUNDED UP
OR DOWN IN ACCORDANCE WITH THE USUAL PRACTICE OF THE
REGISTRAR OF THE COMPANY AND AUTHORIZE ANY DIRECTOR
OF THE COMPANY OR ANY PERSON APPOINTED BY THE
DIRECTORS 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 THE
DIRECTORS CONSIDER NECESSARY OR EXPEDIENT TO EFFECT
THE TRANSFER TO SUCH SHARES TO, OR IN ACCORDANCE WITH
THE DIRECTIONS OF, ANY BUYER OF ANY SUCH SHARES
PROPOSAL #11.: AUTHORIZE THE BOARD TO OFFER ANY ISSUER YES FOR N/A
HOLDERS OF ORDINARY SHARES, IN ACCORDANCE WITH THE
PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY THE RIGHT TO ELECT TO RECEIVE AN ALLOTMENT OF
ADDITIONAL ORDINARY SHARES, CREDITED AS FULLY PAID,
INSTEAD OF CASH IN RESPECT OF THE WHOLE OF ANY
DIVIDEND OR SOME PART ON OR BEFORE 09 MAY 2011
PROPOSAL #S.12: 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 THE COMPANIES ACT
1985 OF UP TO 89,097,250 SUBJECT TO RESOLUTION 10
BECOMING WHOLLY UNCONDITIONAL ORDINARY SHARES OF 50P
EACH IN THE CAPITAL OF THE COMPANY OR, IF RESOLUTION
10 DOES NOT BECOME WHOLLY UNCONDITIONAL AND EFFECTIVE,
445,466,254 ORDINARY SHARES 10P EACH AT A PRICE NOT
EXCEEDING 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: CREDIT AGRICOLE SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE MANAGEMENT REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND THE AUDITORS GENERAL REPORT,
AND APPROVE THE COMPANY'S FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YE 31 DEC 2005; APPROVE THE
CHARGES AND EXPENSES THAT WERE NOT TAX-DEDUCTIBLE OF
EUR 44,109.00 WITH A CORRESPONDING TAX OF EUR 15,408.74
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
PROPOSAL #O.3: ACKNOWLEDGE THAT: THE NET INCOME FOR ISSUER NO N/A N/A
THE FY IS OF EUR 2,450,087,502.11, THE PRIOR RETAINED
EARNINGS IS OF EUR 232,213,796.33 I.E. A TOTAL OF EUR
2,682,301,298.44; APPROVE THAT THIS DISTRIBUTABLE
INCOME BE APPROPRIATED AS FOLLOWS: TO THE LEGAL
RESERVE, 5% OF THE NET INCOME, I.E. EUR
122,504,375.11, TO THE TOTAL DIVIDEND: EUR
1,407,482,962.94, TO THE RETAINED EARNINGS: EUR
1,152,313,960.39; THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 0.94 PER SHARE, AND WILL ENTITLE TO
THE 40% ALLOWANCE PROVIDED BY THE FRENCH TAX CODE;
THIS DIVIDEND WILL BE PAID ON 29 MAY 2006; IN THE
EVENT THAT THE COMPANY HOLDS SOME OF ITS OWN SHARES ON
SUCH DATE, THE AMOUNT OF THE UNPAID DIVIDEND ON SUCH
SHARES SHALL BE ALLOCATED 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
ET SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: RATIFY THE CO-OPTATION OF MR. JEAN- ISSUER NO N/A N/A
ROGER DROUET AS A DIRECTOR, TO REPLACE MR. JEAN-CLAUDE
PICHON, FOR THE REMAINDER OF MR. JEAN-CLAUDE PICHON'S
TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS MEETING
CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE FYE
31 DEC 2007
PROPOSAL #O.6: ACKNOWLEDGE MR. PIERRE KERFRIDEN'S ISSUER NO N/A N/A
RESIGNATION AND APPOINT MR. BRUNO DE LAAGE AS A
DIRECTOR, FOR THE REMAINDER OF MR. PIERRE KERFRIDEN'S
TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS MEETING
CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE FYE
31 DEC 2006
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
NOEL DUPUY AS A DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
MRS. CAROLE GIRAUD AS A DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.9: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
ROGER GOBIN AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.10: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
MR. BERNARD MARY AS A DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.11: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
MR. JEAN-PIERRE PARGADE AS A DIRECTOR FOR A 3-YEAR
PERIOD
PROPOSAL #O.12: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
THE COMPANY SAS RUE LA BOETIE AS A DIRECTOR FOR A 3-
YEAR PERIOD
PROPOSAL #O.13: ACKNOWLEDGE THAT THE TERM OF OFFICE, ISSUER NO N/A N/A
AS THE STATUTORY AUDITOR, OF THE COMPANY, BARBIER,
FRINAULT ET AUTRES IS OVER AT THE END OF THE PRESENT
MEETING AND APPROVE TO RENEW THE APPOINTMENT OF
BARBIER, FRINAULT ET AUTRES AS THE STATUTORY AUDITOR
FOR A 6-YEAR PERIOD
PROPOSAL #O.14: ACKNOWLEDGE THAT THE TERM OF OFFICE OF ISSUER NO N/A N/A
THE COMPANY PRICEWATERHOUSECOOPERS AUDIT, AS THE
STATUTORY AUDITOR, IS OVER AT THE END OF THE PRESENT
MEETING AND APPROVE TO RENEW THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS AUDIT AS THE STATUTORY AUDITOR
FOR A 6-YEAR PERIOD
PROPOSAL #O.15: ACKNOWLEDGE THAT THE TERM OF OFFICE, ISSUER NO N/A N/A
AS THE DEPUTY AUDITOR, OF MR. PIERRE COLL IS OVER AT
THE END OF THE PRESENT MEETING AND APPROVE TO RENEW
THE APPOINTMENT OF MR. PIERRE COLL AS THE DEPUTY
AUDITOR OF THE COMPANY PRICEWATERHOUSECOOPERS AUDIT
FOR A 6-YEAR PERIOD
PROPOSAL #O.16: ACKNOWLEDGE THAT THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. ALAIN GROSMAN, AS THE DEPUTY AUDITOR, IS OVER AT
THE END OF THE PRESENT MEETING AND APPOINT AS THE
DEPUTY AUDITOR OF THE COMPANY BARBIER, FRINAULT ET
AUTRES, THE COMPANY PICARLE ET ASSOCIES FOR A 6-YEAR
PERIOD
PROPOSAL #O.17: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER NO N/A N/A
EUR 850,000.00 TO THE DIRECTORS
PROPOSAL #O.18: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION TO THE AUTHORIZATION GRANTED BY THE
ORDINARY SHAREHOLDERS MEETING OF 18 MAY 2005, TO
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 45.00; MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED: 10% OF THE SHARE CAPITAL, OR 5% OF ITS
CAPITAL WHEN THE SHARE ARE ACQUIRED BY THE COMPANY
WITH A VIEW TO THEIR RETENTION OR THEIR SUBSEQUENT
DELIVERY IN PAYMENT OR EXCHANGE AS PART OF A MERGER,
DIVESTMENT OR CAPITAL CONTRIBUTION; MAXIMUM FUNDS
INVESTED IN THE SHARE BUYBACKS: EUR 3,000,000,000.00;
AUTHORITY EXPIRES THE EARLIER OF THE RENEWAL BY
ANOTHER ORDINARY SHAREHOLDERS MEETING OR 18 MONTHS ;
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.19: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION OF THE UNUSED PART OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 18 MAY 2005,
THE NECESSARY POWERS TO INCREASE THE CAPITAL, ON ONE
OR MORE OCCASIONS, IN FRANCE OR ABROAD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 4,000,000,000.00, BY ISSUANCE,
WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF
ORDINARY SHARES OF THE COMPANY AND, OR OF ANY OTHER
SECURITIES GIVING RIGHT BY ALL MEANS TO THE SHARE
CAPITAL; THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES
WHICH MAY BE ISSUED SHALL NOT EXCEED EUR
5,000,000,000.00; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES, TO CHARGES THE ISSUANCE
COSTS, RIGHTS AND FEES AGAINST THE RELATED PREMIUMS
AND DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY TO
RAISE THE LEGAL RESERVE TO ONE-TENTH OF THE NEW
CAPITAL AFTER EACH INCREASE
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION OF THE UNUSED PART OF THE AUTHORIZATION
GRANTED ON 18 MAY 2005, TO INCREASE THE CAPITAL, IN
ONE OR MORE OCCASIONS, IN FRANCE OR ABROAD, BY A
MAXIMUM NOMINAL AMOUNT OF EUR 900,000,000.00, BY
ISSUANCE, WITH OUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, OF
ORDINARY SHARES OF THE COMPANY AND/OR OF ANY OTHER
SECURITIES GIVING ACCESS BY ALL MEANS TO THE SHARE
CAPITAL, THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES
WHICH MAY BE ISSUED SHALL NOT EXCEED EUR
5,000,000,000.00; THE WHOLE WITH IN THE LIMIT OF THE
FRACTION UNUSED OF THE CEILINGS SET FORTH IN
RESOLUTION E.19 BEING SPECIFIED THAT ANY ISSUE CARRIED
OUT AS PER THE PRESENT RESOLUTION SHALL COUNT AGAINST
THE OR THE SAID CORRESPONDING CEILING CEILINGS ;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; TO CHARGE THE ISSUANCE COSTS, RIGHTS AND
FEES AGAINST THE RELATED AND FEES AGAINST THE RELATED
PREMIUMS AND DEDUCT FROM THE PREMIUMS THE AMOUNTS
NECESSARY TO RAISE THE LEGAL RESERVE TO 1/10 OF THE
NEW CAPITAL AFTER EACH INCREASE
PROPOSAL #E.21: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN THE
EVENT OF A CAPITAL INCREASE, FOR EACH OF THE ISSUES
WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHT OF
SHAREHOLDERS, AT THE SAME PRICE AS THE INITIAL ISSUE,
WITHIN 30 DAYS OF THE CLOSING OF THE SUBSCRIPTION
PERIOD AND UP TO A MAXIMUM OF 15% OF THE INITIAL
ISSUE; AUTHORITY EXPIRES AT THE CONCLUSION OF 26
MONTHS ; THE MAXIMUM AMOUNT OF THE CAPITAL INCREASES
REALIZED ACCORDINGLY TO THE PRESENT DELEGATION, SHALL
COUNT AGAINST THE LIMIT OF THE OVERALL CEILINGS OF
CAPITAL INCREASE SET FORTH IN RESOLUTIONS E.19 AND E.20
PROPOSAL #E.22: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL UP TO 10% OF THE SHARE
CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTIONS IN
KIND GRANTED TO THE COMPANY AND COMPRISED OF CAPITAL
SECURITIES OR SECURITIES GIVING ACCESS TO SHARE
CAPITAL; AUTHORITY EXPIRES AT THE CONCLUSION OF 26
MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THE MAXIMUM
AMOUNT OF THE CAPITAL INCREASES REALIZED ACCORDINGLY
TO THE PRESENT DELEGATION, SHALL COUNT AGAINST THE
LIMIT OF THE OVERALL CEILINGS SET FORTH IN RESOLUTION
E.20
PROPOSAL #E.23: AUTHORIZE THE BOARD OF DIRECTORS ISSUER NO N/A N/A
WITHIN THE LIMIT OF 5% OF THE COMPANY'S SHARE CAPITAL
PER YEAR, TO SET THE ISSUE PRICE OF THE ORDINARY
SHARES OR SECURITIES TO BE ISSUED, IN ACCORDANCE WITH
THE TERMS AND CONDITIONS DETERMINED BY THE
SHAREHOLDER'S MEETING
PROPOSAL #E.24: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION OF THE UNUSED FRACTION OF THE
AUTHORIZATION GRANTED BY THE COMBINED SHAREHOLDERS
MEETING OF 18 MAY 2005, TO INCREASE THE SHARE CAPITAL,
IN ONE OR MORE OCCASIONS, TO A MAXIMUM NOMINAL AMOUNT
OF EUR 3,000,000,000.00, BY WAY OF CAPITALIZING
RESERVES, PROFITS, PREMIUMS OR OTHER MEANS, PROVIDED
THAT SUCH CAPITALIZATION IS ALLOWED BY LAW AND UNDER
THE BY-LAWS, BY ISSUING BONUS SHARES OR RAISING THE
PAR VALUE OF EXISTING SHARES, OR BY A COMBINATION OF
THESE METHODS; THIS AMOUNT IS INDEPENDENT FROM THE
OVERALL CEILING FIXED IN RESOLUTIONS E.19 AND E.20 OF
THE PRESENT MEETING; AUTHORITY EXPIRES AT THE
CONCLUSION OF 26 MONTHS ; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.25: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION TO THE AUTHORIZATION GRANTED BY
RESOLUTION 21 OF THE COMBINED SHAREHOLDERS MEETING OF
21 MAY 2003, TO GRANT IN ONE OR MORE TRANSACTIONS, TO
EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY AND OF
RELATED COMPANIES, OPTIONS GIVING THE RIGHT EITHER TO
SUBSCRIBE FOR SHARES, 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 2% OF THE SHARE CAPITAL;
AUTHORITY EXPIRES AT THE CONCLUSION OF 38 MONTHS ; AND
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.26: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION TO THE AUTHORIZATION GRANTED BY
RESOLUTION 20 OF THE SHAREHOLDERS MEETING OF 18 MAY
2005, TO INCREASE THE SHARE CAPITAL, ON ONE OR MORE
OCCASIONS, AT ITS SOLE DISCRETION, BY WAY OF ISSUING
SHARES IN FAVOR OF EMPLOYEES OF THE GROUP CREDIT
AGRICOLE WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN;
AUTHORITY EXPIRES AT THE CONCLUSION OF 26 MONTHS ; FOR
AN AMOUNT THAT SHALL NOT EXCEED EUR 150,000,000.00;
THIS AMOUNT SHALL NOT COUNT AGAINST THE AMOUNT OF
CAPITAL INCREASES RESULTING FROM THE PREVIOUS
RESOLUTIONS; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.27: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
BY WAY OF ISSUING NEW SHARES IN FAVOR OF THE COMPANY
CREDIT AGRICOLE INTERNATIONAL EMPLOYEES; AUTHORITY IS
GIVEN FOR A PERIOD EXPIRING ON THE DAY OF
SHAREHOLDER'S MEETING ; APPROVE THE 2006 FINANCIAL
STATEMENTS AND FOR AN AMOUNT THAT SHALL NOT EXCEED EUR
40,000,000.00; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.28: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
BY WAY OF ISSUING SHARES TO BE PAID IN CASH IN FAVOR
OF EMPLOYEES OF THE GROUP CREDIT AGRICOLE, WHO ARE
MEMBERS OF THE COMPANY SAVINGS PLAN IN THE UNITED
STATES; AUTHORITY EXPIRES AT THE CONCLUSION OF 18
MONTHS ; AND FOR AN AMOUNT THAT SHALL NOT EXCEED EUR
40,000,000.00; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.29: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION TO THE AUTHORIZATION GRANTED BY THE
SHAREHOLDER'S MEETING OF 18 MAY 2005, TO REDUCE THE
SHARE CAPITAL, ON ONE OR MORE OCCASIONS, AT ITS SOLE
DISCRETION, BY CANCELING ALL OR PART OF THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH THE STOCK
REPURCHASE PLAN DECIDED IN RESOLUTION O.18 OR FUTURE
AUTHORIZATIONS, UP TO A MAXIMUM OF 10% OF THE SHARE
CAPITAL OVER A 24 MONTHS PERIOD; AUTHORITY EXPIRES AT
THE CONCLUSION OF 24 MONTHS ; TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.30: AMEND THE QUORUM REQUIRED FOR THE ISSUER NO N/A N/A
VALIDITY OF THE ORDINARY AND THE EXTRAORDINARY
SHAREHOLDERS MEETINGS, IN ORDER TO BRING IT INTO
CONFORMITY WITH THE CURRENT LEGAL AND REGULATORY
REQUIREMENTS AND THE ARTICLES OF THE BY LAWS: 26
ORDINARY SHAREHOLDER'S MEETING , 27 EXTRAORDINARY
SHAREHOLDERS MEETING
PROPOSAL #E.31: GRANT FULL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: CREDIT SUISSE GROUP, ZUERICH
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO VOTE IN THE UPCOMING MEETING, YOUR ISSUER YES FOR N/A
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS
BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE
ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING
RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND
NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING
INSTRUCTIONS
------------------------------------------------------------------------------------
ISSUER: CREDIT SUISSE GROUP, ZUERICH
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE ANNUAL REPORT, ISSUER YES FOR N/A
THE PARENT COMPANY'S 2005 FINANCIAL STATEMENTS AND THE
GROUP'S 2005 CONSOLIDATED FINANCIAL STATEMENTS
PROPOSAL #2.: GRANT DISCHARGE TO THE ACTS OF THE ISSUER YES FOR N/A
MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE
BOARD
PROPOSAL #3.A: APPROVE TO REDUCE THE SHARE CAPITAL BY ISSUER YES FOR N/A
CHF 17,000,000 FROM CHF 623,876,083 TO CHF 606,876,083
BY CANCELING 34,000,000 SHARES WITH A PAR VALUE OF
CHF 0.50 EACH, WHICH WERE REPURCHASED IN THE PERIOD
FROM 09 MAY 2005 TO 16 MAR 2006 PURSUANT TO THE SHARE
REPURCHASE PROGRAM APPROVED BY THE GENERAL MEETING OF
SHAREHOLDERS OF 29 APR 2005; ACKNOWLEDGE THAT,
ACCORDING TO THE SPECIAL REPORT OF THE AUDITORS KPMG
KLYNVELD PEAT MARWICK GOERDELER SA, OBLIGEES CLAIMS
ARE FULLY COVERED EVEN AFTER THE SHARE CAPITAL
REDUCTION AS REQUIRED BY ARTICLE 732 PARAGRAPH 2 CO,
AMEND ARTICLE 3 PARAGRAPH 1 OF THE ARTICLES OF
ASSOCIATION, THAT AS OF THE DATE OF THE ENTRY OF THE
CAPITAL REDUCTION IN THE COMMERCIAL REGISTER, PURSUANT
TO SECTION 3.C BELOW
PROPOSAL #3.B: APPROVE THE CANCELLATION AS PART OF A ISSUER YES FOR N/A
SHARE REPURCHASE PROGRAM BY THE GENERAL MEETING OF
SHAREHOLDERS OF 29 APR 2005, 34,000,000 SHARES WERE
REPURCHASED VIA A 2ND TRADING LINE ON THE STOCK
EXCHANGE BETWEEN 09 MAY 2005 AND 16 MAR 2006; THE
TOTAL PURCHASE PRICE WAS CHF 1,941,055,049,
CORRESPONDING TO AN AVERAGE PURCHASE PRICE PER SHARE
OF CHF 57.09 ROUNDED ; THE CANCELLATION OF SHARES
REPURCHASED BY 16 MAR 2006 AND AMEND THE ARTICLES OF
ASSOCIATION
PROPOSAL #3.C: AMEND ARTICLE 3 PARAGRAPH 1 TO THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION, NEW VERSION THE FULLY PAID-IN
SHARE CAPITAL AMOUNTS TO CHF 606,876,083 AND IT IS
DIVIDED INTO 1, 213,752,166 FULLY PAID-IN REGISTERED
SHARES WITH A PAR VALUE OF CHF 0.50 EACH
PROPOSAL #4.: APPROVE THE ALLOCATION OF INCOME AND ISSUER YES FOR N/A
DIVIDENDS OF CHF 2 PER SHARE
PROPOSAL #5.1.A: RE-ELECT MR. WALTER KIELHOLZ AND MR. ISSUER YES FOR N/A
HANS-ULRICH DOERIG AS THE DIRECTORS
PROPOSAL #5.1.B: ELECT MR. RICHARD THORNBURGH AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.2: RATIFY KPMG KLYNVELD PEAT MARWICK ISSUER YES FOR N/A
GEORDELER SA AS THE AUDITORS
PROPOSAL #5.3: RATIFY BDO VISURA AS THE SPECIAL ISSUER YES FOR N/A
AUDITORS
PROPOSAL #6.: APPROVE CHF 3.4 MILLION REDUCTION IN ISSUER YES FOR N/A
POOL OF CAPITAL RESERVED FOR DONALDSON LUFKIN JENRETTE
EMPLOYEE OPTIONS
------------------------------------------------------------------------------------
ISSUER: DBS GROUP HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: 1) AMEND THE ARTICLES 2, 3, 4, 5(A), ISSUER YES FOR N/A
7(A), 9(A), 9(B), 10, 11, 15, 17, 19, 21(C), 22, 25,
28, 40(B), 48, 49, 50, 53, 58, 63, 67, 80, 97, 110,
114, 124, 127, 136 AND 144 AND ALSO THE HEADNOTE
CAPITALIZATION OF THE PROFITS AND RESERVES APPEARING
IN THE ARTICLES OF ASSOCIATION OF THE COMPANY THE
ARTICLES ; 2) APPROVE TO INCLUDE THE NEW ARTICLES 6A,
131A AND 142A AND ALSO THE NEW HEADNOTE BONUS ISSUES
AND CAPITALIZATION OF PROFITS AND RESERVES IN THE
ARTICLES; AND 3) APPROVE TO DELETE THE ARTICLE 8 IN
THE ENTIRETY AS SPECIFIED
PROPOSAL #2.: AMEND THE RULES 1, 2.1, 3, 4.1, 5.3, ISSUER YES AGAINST N/A
5.4, 5.5, 5.6, 6.2, 6.3, 7, 9.1, 9.4 AND 12.1 OF THE
DBSH PERFORMANCE SHARE PLAN AS SPECIFIED
PROPOSAL #3.: 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 THE COMPANIES ACT , TO
PURCHASE OR OTHERWISE ACQUIRE ISSUED ORDINARY SHARES
IN THE CAPITAL OF THE DBSH ORDINARY SHARES , NOT
EXCEEDING IN AGGREGATE THE MAXIMUM PERCENTAGE AS
HEREAFTER DEFINED , AT SUCH PRICE OR PRICES AS MAY BE
DETERMINED FROM TIME TO TIME UP TO THE MAXIMUM PRICE
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 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 SATISFIES THE CONDITIONS
PRESCRIBED BY THE 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 APPLICABLE AND ALSO 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; AUTHORITY EXPIRES THE EARLIER OF THE DATE
OF THE NEXT AGM OF DBSH IS HELD AND THE DATE BY WHICH
NEXT AGM OF DBSH IS REQUIRED BY THE LAW
------------------------------------------------------------------------------------
ISSUER: DBS GROUP HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT AND ISSUER YES FOR N/A
AUDITED ACCOUNTS FOR THE YE 31 DEC 2005 AND THE
AUDITORS REPORT THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 17 CENTS PER ISSUER YES FOR N/A
ORDINARY SHARE, LESS INCOME TAX, FOR THE YE 31 DEC
PROPOSAL #3.: APPROVE TO SANCTION THE AMOUNT OF SGD ISSUER YES FOR N/A
1,076,538 AS THE DIRECTORS FEES FOR 2005
PROPOSAL #4.: APPOINT ERNST & YOUNG AS THE AUDITORS OF ISSUER YES FOR N/A
THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION
PROPOSAL #5.a.a: RE-ELECT MR. FRANK WONG AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES UNDER ARTICLE 95 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.A.b: RE-ELECT MR. GOH GEOK LING AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES UNDER ARTICLE 95 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.A.c: RE-ELECT MR. KWA CHONG SENG AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES UNDER ARTICLE 95 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.A.d: RE-ELECT MR. NARAYANA MURTHYAS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES UNDER ARTICLE 95 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.b.a: RE-ELECT MR. KOH BOON HWEE AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES UNDER ARTICLE 101 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.B.B: RE-ELECT MR. ANDREW BUXTON AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES UNDER ARTICLE 101 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.a: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER YES AGAINST 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 IN THE CAPITAL OF THE COMPANY DBSH
ORDINARY SHARES AS MAY BE REQUIRED TO BE ISSUED
PURSUANT TO THE EXERCISE OF THE OPTIONS UNDER THE DBSH
SHARE OPTION PLAN PROVIDED ALWAYS THAT THE AGGREGATE
NUMBER OF NEW DBSH ORDINARY SHARES TO BE ISSUED
PURSUANT TO THE DBSH SHARE OPTION PLAN AND 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 AGAINST 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 ALWAYS 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) 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: 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, 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;
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, THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL
BE BASED ON THE NUMBER OF ISSUED SHARES IN THE 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: DENWAY MOTORS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/2/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE AND RATIFY THE CONDITIONAL SALE ISSUER YES FOR N/A
AND PURCHASE AGREEMENT DATED 05 OCT 2005 AGREEMENT
MADE BETWEEN YUE LUNG ENTERPRISE LIMITED YUE LUNG
AND THE COMPANY WHEREBY THE COMPANY HAS CONDITIONALLY
AGREED TO PURCHASE AND TAKE AN ASSIGNMENT OF AND YUE
LUNG HAS CONDITIONALLY AGREED TO SELL AND ACCEPT THE
ASSIGNMENT OF, THE 1 SHARE OF USD 1.00 IN THE SHARE
CAPITAL OF STEED FULL, AND THE OUTSTANDING
SHAREHOLDER'S LOAN IN THE SUM OF ABOUT HKD 512 MILLION
EQUIVALENT TO ABOUT MYR 533 MILLION OWING BY STEED
FULL TO YUE LUNG AS AT THE DATE OF THE AGREEMENT
SHAREHOLDER'S LOAN , FOR A TOTAL CONSIDERATION OF HKD
710 MILLION TO BE SATISFIED IN CASH BY THE COMPANY
PROPOSAL #2.: AUTHORIZE ANY ONE DIRECTOR OF THE ISSUER YES FOR N/A
COMPANY OR ANY ONE PERSON 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 CONSIDERED TO BE NECESSARY,
DESIRABLE OR EXPEDIENT TO CARRY OUT OR TO GIVE EFFECT
TO THE TRANSACTIONS CONTEMPLATED UNDER THE AGREEMENT,
INCLUDING WITHOUT LIMITATION, THE ENTERING INTO OF THE
ASSIGNMENT OF THE SHAREHOLDER'S LOAN BETWEEN THE
COMPANY, YUE LUNG AND STEED FULL IN ACCORDANCE WITH
THE TERMS AND CONDITIONS OF THE AGREEMENT
------------------------------------------------------------------------------------
ISSUER: DENWAY MOTORS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #a.: APPROVE AND RATIFY THE SALE AND PURCHASE ISSUER YES FOR N/A
AGREEMENT DATED 16 FEB 2006 THE AGREEMENT , AS
SPECIFIED, MADE BETWEEN THE COMPANY AS VENDOR AND
CHINA LOUNGE INVESTMENTS LIMITED AS PURCHASER WHEREBY
THE COMPANY HAS AGREED TO SELL USD 14,950,000 IN THE
REGISTERED CAPITAL OF GUANZHOU DENWAY BUS COMPANY LTD,
GZ DENWAY BUS BEING 50% EQUITY INTEREST IN GZ
DENWAY BUS FOR A TOTAL CONSIDERATION OF HKD
18,877,000, UPON THE TERMS AND SUBJECT TO THE
CONDITIONS THEREIN CONTAINED
PROPOSAL #b.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
FOR AND ON BEHALF OF THE COMPANY TO DO SUCH FURTHER
ACTS AND THINGS AND EXECUTE FURTHER DOCUMENTS AND TAKE
ALL SUCH STEPS WHICH IN THEIR OPINION MAY BE
NECESSARY, DESIRABLE OR EXPEDIENT TO IMPLEMENT AND/OR
GIVE EFFECT TO THE AGREEMENT
------------------------------------------------------------------------------------
ISSUER: DENWAY MOTORS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/6/2006 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 2005
PROPOSAL #2.i: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #2.ii: DECLARE A SPECIAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.i: RE-ELECT THE MR. LU ZHIFENG AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.ii: RE-ELECT THE MR. YANG DADONG AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.iii: RE-ELECT THE MR. DING BAOSHAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.iv: AUTHORIZE THE BOARD TO FIX THEIR ISSUER YES FOR N/A
REMUNERATION
PROPOSAL #4.: RE-APPOINT THE AUDITORS AND AUTHORIZE ISSUER YES FOR N/A
THE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES FOR N/A
TO 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
PROPOSAL #6.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES AGAINST N/A
TO 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 91 AND 92 OF THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION OF THE COMPANY AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: DEPFA BANK PLC, DUBLIN
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AUTHORIZE AND APPROVE THE CONTROL ISSUER YES FOR N/A
AGREEMENT AND ANY AGREEMENTS OR ARRANGEMENTS ANCILLARY
TO IT FOR THE PURPOSES OF ARTICLE 49 OF THE ARTICLES
OF ASSOCIATION AND FOR ALL OTHER PURPOSES IN THE FORM
PRODUCED TO THE MEETING WITH SUCH AMENDMENTS OR
MODIFICATIONS AS THE DIRECTORS OR ANY DULY CONSTITUTED
COMMITTEE OR SUB-COMMITTEE OF THE DIRECTORS SHALL
APPROVE, SUCH APPROVAL TO BE CONCLUSIVELY EVIDENCED BY
THE SIGNATURE OF THE AMENDED OR MODIFIED DOCUMENT BY
ANY DIRECTOR, THE SECRETARY OR ANY MEMBER OF ANY SUCH
COMMITTEE OR SUB-COMMITTEE AND THAT THE DIRECTORS BE
AUTHORIZED TO DO ALL SUCH ACTS OR THINGS THAT THEY
CONSIDER TO BE NECESSARY OR EXPEDIENT TO COMPLETE OR
GIVE EFFECT TO, OR OTHERWISE IN CONNECTION WITH, THE
CONTROL AGREEMENT AND ANY MATTERS INCIDENTAL TO IT
PROPOSAL #S.2: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION BY DELETING FROM ARTICLE 2 OF THE
DEFINITION OF ENTERPRISE AGREEMENT ; AND DELETING
EXISTING ARTICLE 49 AND REPLACING WITH A NEW ARTICLE 49
------------------------------------------------------------------------------------
ISSUER: DEUTSCHE LUFTHANSA AG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE AUDITED FINANCIAL ISSUER NO N/A N/A
STATEMENTS, THE APPROVED CONSOLIDATED FINANCIAL
STATEMENTS, THE MANAGEMENT REPORT FOR THE COMPANY AND
THE GROUP FOR THE 2005 FY AS WELL AS THE REPORT OF THE
SUPERVISORY BOARD
PROPOSAL #2.: APPROPRIATION OF THE DISTRIBUTABLE ISSUER YES FOR N/A
PROFIT FOR THE 2005 FY
PROPOSAL #3.: APPROVAL OF EXECUTIVE BOARD'S ACTS FOR ISSUER YES FOR N/A
THE 2005 FY
PROPOSAL #4.: APPROVAL OF SUPERVISORY BOARD'S ACTS FOR ISSUER YES FOR N/A
THE 2005 FY
PROPOSAL #5.: AUTHORISATION TO ISSUE THE CONVERTIBLE ISSUER YES FOR N/A
BOND AND BONDS WITH WARRANTS ATTACHED, PROFIT
PARTICIPATION RIGHTS AND/OR INCOME BONDS OR A
COMBINATION OF THESE INSTRUMENTS , CANCELLATION OF THE
PREVIOUS AUTHORIZATION TO ISSUE CONVERTIBLE BONDS AND
BONDS WITH WARRANTS ATTACHED, CREATION OF CONDITIONAL
CAPITAL AND AMENDMENT TO THE ARTICLES OF ASSOCIATION
PROPOSAL #6.: AUTHORISATION TO PURCHASE OWN SHARES ISSUER YES FOR N/A
PROPOSAL #7.: AMENDMENT TO THE ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
TO MEET THE REQUIREMENTS OF GERMANY'S LAW ON
CORPORATE INTEGRITY AND MODERNIZATION OF THE RIGHT OF
CHALLENGE UMAG
PROPOSAL #8.: APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS FOR THE ANNUAL FINANCIAL STATEMENTS IN THE
2006 FY
------------------------------------------------------------------------------------
ISSUER: E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE ADOPTED FINANCIAL ISSUER NO N/A N/A
STATEMENTS FOR THE 2005 FINANCIAL YEAR ALONG WITH THE
COMBINED REVIEW OF OPERATIONS FOR E.ON AG AND THE E.ON
GROUP AND THE REPORT OF THE SUPERVISORY BOARD AS WELL
AS THE PRESENTATION OF THE APPROVED CONSOLIDATED
FINANCIAL STATEMENTS
PROPOSAL #2.: APPROPRIATION OF THE BALANCE SHEET ISSUER NO N/A N/A
INCOME FROM THE 2005 FY AND THE APPROPRIATION OF THE
DISTRIBUTABLE PROFIT OF EUR 4,614,074,864 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 2.75 PLUS A BONUS OF EUR
4.25 PER ENTITLED SHARE EX-DIVIDEND AND PAYABLE DATE:
05 MAY 2006
PROPOSAL #3.: DISCHARGE OF THE BOARD OF MANAGEMENT FOR ISSUER NO N/A N/A
THE 2005 FY
PROPOSAL #4.: DISCHARGE OF THE SUPERVISORY BOARD FOR ISSUER NO N/A N/A
THE 2005 FY
PROPOSAL #5.: AUTHORIZE THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS TO ACQUIRE SHARES OF THE COMPANY OF UP TO
10% OF ITS SHARE CAPITAL, ON OR BEFORE 04 NOV 2007 AND
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; AUTHORIZE THE
BOARD OF MANAGING DIRECTORS TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR AN OFFER
TO ALL SHAREHOLDERS IF THE SHARES ARE SOLD AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE, TO USE THE
SHARES IN CONNECTION WITH MERGERS AND ACQUISITIONS OR
FOR SATISFYING EXISTING CONVERTIBLE OR OPTION RIGHTS,
TO OFFER THE SHARES TO EXECUTIVES AND EMPLOYEES OF THE
COMPANY AND ITS AFFILIATES AND TO RETIRE THE SHARES
PROPOSAL #6.: CONSENT TO THE AGREEMENT ON DOMINATION ISSUER NO N/A N/A
AND DISTRIBUTION OF PROFITS AND LOSSES BETWEEN THE
COMPANY E.ON ZWOELFTE VERWALTUNGS GMBH, EFFECTIVE
UNTIL AT LEAST 31 DEC 2011
PROPOSAL #7.: CONSENT TO THE AGREEMENT ON DOMINATION ISSUER NO N/A N/A
AND DISTRIBUTION OF PROFITS AND LOSSES BETWEEN THE
COMPANY E.ON DREIZEHNTE VERWALTUNGS GMBH, EFFECTIVE
UNTIL AT LEAST 31 DEC 2011
PROPOSAL #8.: CHANGE OF THE ARTICLES OF ASSOCIATION ISSUER NO N/A N/A
REGARDING THE SHAREHOLDERS RIGHT TO SPEAK AND ASK
QUESTIONS DUE TO THE INSERTION OF SECTION 131
PARAGRAPH 2 SENTENCE 2 GERMAN STOCK CORPORATION ACT
AKTG THROUGH THE LAW ON CORPORATE INTEGRITY AND
MODERNIZATION OF THE RIGHT OF AVOIDANE UMAG
PROPOSAL #9.: ELECT THE AUDITORS FOR THE 2006 FY: ISSUER NO N/A N/A
PRICEWATERHOUSECOOPERS AG, DUESSELDORF
------------------------------------------------------------------------------------
ISSUER: EAST JAPAN RAILWAY CO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ALLOW DISCLOSURE OF ISSUER YES FOR N/A
SHAREHOLDER MEETING MATERIALS ON THEINTERNET, ALLOW
USE OF ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS,
APPOINT INDEPENDENT AUDITORS , APPROVE MINOR
REVISIONS RELATED TO THE NEW COMMERCIAL CODE, REDUCE
BOARD SIZE
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.14: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.15: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.16: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.17: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.18: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.19: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.20: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.21: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.22: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.23: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.24: APPOINT A DIRECTOR ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: EDION CORP, TOKYO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES ABSTAIN N/A
PROPOSAL #2: AMEND ARTICLES TO: ADOPT REDUCTION OF ISSUER YES ABSTAIN N/A
LIABILITY SYSTEM FOR ALL AUDITORS ,ADOPT REDUCTION OF
LIABILITY SYSTEM FOR ALL DIRECTORS , ALLOW DISCLOSURE
OF SHAREHOLDER MEETING MATERIALS ON THE INTERNET,
ALLOW USE OF ELECTRONIC SYSTEMS FOR PUBLIC
NOTIFICATIONS, APPROVE MINOR REVISIONS RELATED TO THE
NEW COMMERCIAL CODE
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.3: APPOINT A CORPORATE AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #5: APPOINT A SUPPLEMENTARY AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #6: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES ABSTAIN N/A
CORPORATE OFFICERS
------------------------------------------------------------------------------------
ISSUER: ENCANA CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2006 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 ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.4: ELECT MR. IAN W. DELANEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT MR. RANDALL K. ERESMAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.6: ELECT MR. MICHAEL A. GRANDIN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.7: ELECT MR. BARRY W. HARRISON AS A ISSUER YES FOR N/A
DIRECTOR
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 ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.13: ELECT MR. JANE L. PEVERETT AS A ISSUER YES FOR N/A
DIRECTOR
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 ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.: APPOINT THE PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR N/A
AS THE AUDITORS AND AUTHORIZE BOARD TOFIX REMUNERATION
OF THE AUDITORS
------------------------------------------------------------------------------------
ISSUER: ENDESA SA, MADRID
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: EXAMINATION AND APPROVAL, AS THE CASE ISSUER YES FOR N/A
MAY 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, 2005, 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, 2005, 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 2005, AMOUNTING TO
2.976.834.460,45 EUROS, TOGETHER WITH THE RETAINED
EARNINGS FROM FISCAL YEAR 2004, AMOUNTING TO
212.964.366,22 EUROS, AND WHICH ADD UP TO A TOTAL OF
3.189.798.826,67 EUROS, IS DISTRIBUTED AS FOLLOWS: -
TO DIVIDEND (MAXIMUM AMOUNT TO BE DISTRIBUTED
PERTAINING TO 2,40 EUROS/SHARE FOR ALL 1,058,752,117
SHARES) 2.541.005.080,80 EUROS - TO RETAINED EARNINGS
648.793.745,87 EUROS TOTAL 3.189.798.826,67 EUROS IT
IS EXPRESSLY RESOLVED TO PAY THE SHARES ENTITLED TO
DIVIDENDS, THE GROSS SUM OF 2,40 EUROS PER SHARE. THE
DIVIDEND PAYMENT SHALL BE MADE AS FROM 3RD OF JULY,
2006, THROUGH THE BANKS AND FINANCIAL INSTITUTIONS TO
BE ANNOUNCED AT THE APPROPRIATE TIME, DEDUCTING FROM
THE AMOUNT THEREOF THE GROSS SUM OF 0.3050 EUROS PER
SHARE, PAID AS AN INTERIM DIVIDEND ON JANUARY 2, 2006
BY VIRTUE OF A RESOLUTION OF THE BOARD OF DIRECTORS
DATED NOVEMBER 15, 2005.
PROPOSAL #3.: APPOINTMENT OF AUDITORS FOR THE COMPANY ISSUER YES FOR N/A
AND ITS CONSOLIDATED GROUP. TO APPOINT AS AUDITORS
FOR FISCAL YEAR 2006 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
2006, 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
MAY 27, 2005. 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. SUCH ACQUISITION MAY ONLY BE MADE
ONCE THE RESULT OF THE PUBLIC TAKEOVER BID BY GAS
NATURAL, SDG, S.A. FOR ENDESA'S SHARES IS PUBLISHED,
OR, AS THE CASE MAY BE, WHEN THE TAKEOVER BID IS
RENDERED INEFFECTIVE FOR ANY CAUSE (OR ANY OTHER
COMPETING BID THAT MAY BE TENDERED), ALL CONFORMITY
WITH THE APPLICABLE SECURITIES LAWS AND REGULATION
PROPOSAL #5.: 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: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE BALANCE SHEET AND THE ISSUER NO N/A N/A
CONSOLIDATED BALANCE SHEET AS OF 31 DEC 2005 AND THE
BOARD OF DIRECTORS, INTERNAL AND EXTERNAL AUDITORS
REPORTS
PROPOSAL #O.2: APPROVE THE NET INCOME ALLOCATION ISSUER NO N/A N/A
PROPOSAL #O.3: GRANT AUTHORITY TO PURCHASE OWN SHARES ISSUER NO N/A N/A
AND WITHDRAWAL, FOR THE PART NOT YET EXECUTED AND THIS
AUTHORITY WAS APPROVED BY THE SHAREHOLDERS MEETING
HELD ON 27 MAY 2005
PROPOSAL #O.4: APPROVE THE STOCK OPTION PLAN FOR THE ISSUER NO N/A N/A
TERM 2006-2008 AND GRANT AUTHORITY TO DISPOSE OWN
SHARES IN FAVOUR OF THE PLAN
PROPOSAL #O.5: APPROVE THE SUBSCRIPTION OF A DIRECTORS ISSUER NO N/A N/A
AND OFFICERS LIABILITY INSURANCE IN FAVOUR OF ENI
DIRECTORS AND THE INTERNAL AUDITORS
PROPOSAL #E.1: AMEND ARTICLES 13, PARAGRAPH 1, 17, ISSUER NO N/A N/A
PARAGRAPH 3, 24, PARAGRAPH 1, AND 28, PARAGRAPHS 2 AND
4, OF THE BY LAWS
------------------------------------------------------------------------------------
ISSUER: ENTERPRISE INNS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT AND THE ISSUER YES FOR N/A
AUDITED ACCOUNTS FOR THE YE 30 SEP 2005 AND THE
AUDITORS REPORT ON THE ACCOUNTS
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.: RE-APPOINT MR. H. V. REID AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: RE-APPOINT MR. G. W. HARRISON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITOR AND AUTHORIZE THE DIRECTORS TO FIX THE
REMUNERATION OF THE AUDITORS
PROPOSAL #6.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 30 SEP 2005
PROPOSAL #7.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ANY EXISTING AUTHORITY AND PURSUANT TO AND IN
ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT 1985,
TO ALLOT RELEVANT SECURITIES AS SPECIFIED UP TO AN
AGGREGATE NOMINAL VALUE OF GBP 5,764,488; AUTHORITY
EXPIRES AT THE EARLIER OF THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY IN 2007 OR 15 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 #S.8: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 7, PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94(2) OF THE ACT FOR CASH PURSUANT TO THE
AUTHORITY CONFERRED BY RESOLUTION 7 AND/OR TO SELL
EQUITY SECURITES HELD AS TREASURY SHARES FOR CASH
PURSUANT TO SECTION 162D OF THE ACT, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) OF THE ACT
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH
AN ISSUE OR OFFER BY WAY OF RIGHTS OR OTHER PRE-
EMPTIVE ISSUE OFFER IN FAVOR OF ORDINARY SHAREHOLDERS;
AND B) UP TO AN AGGREGATE NOMINAL VALUE NOT EXCEEDING
IN AGGREGATE OF GBP 873,763; AUTHORITY EXPIRES AT
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY IN 2007 OR 15 MONTHS ; 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, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985
OF UP TO 51,850,998 ORDINARY SHARES OF 5P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 5 PENCE,
AND NOT MORE THAN 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE DAILY
OFFICIAL LIST OF THE LONDON STOCK EXCHANGE PLC, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2007 OR 15 MONTHS ; AND THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
PROPOSAL #S.10: APPROVE AND ADOPT THE ARTICLE OF ISSUER YES FOR N/A
ASSOCIATION OF THE COMPANY, FOR THE PURPOSES OF
IDENTIFICATION, IN SUBSTITUTION FOR AND TO THE
EXCLUSION OF THE EXISTING ARTICLES OF ASSOCIATION OF
THE COMPANY
------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA,
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORIZE THE MANAGEMENT BOARD TO ISSUER NO N/A N/A
PURCHASE OWN SHARES AND AMEND ARTICLE 10, 4TH
PARAGRAPH OF THE ARTICLES OF ASSOCIATION
PROPOSAL #2.: AUTHORIZE THE MANAGEMENT BOARD TO ISSUER NO N/A N/A
EXECUTE THE DECISION MADE IN THE EGM
------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA,
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE MANAGEMENT REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS ON THE FINANCIAL STATEMENTS OF THE
FYE 31 DEC 2005
PROPOSAL #2.: RECEIVE THE REPORT FROM THE STATUTORY ISSUER NO N/A N/A
AUDITOR ON THE FYE 31 DEC 2005
PROPOSAL #3.: RECEIVE THE COMMUNICATION OF THE ISSUER NO N/A N/A
CONSOLIDATED ANNUAL ACCOUNTS AS OF 31 DEC 2005
PROPOSAL #4.: APPROVE THE NON-CONSOLIDATED ANNUAL ISSUER NO N/A N/A
ACCOUNTS AS OF 31 DEC 2005, INCLUDING THE ALLOCATION
OF PROFITS, AND THE DISTRIBUTION OF GROSS DIVIDEND OF
EUR 1.20 PER SHARE
PROPOSAL #5.: GRANT DISCHARGE OF LIABILITY OF PERSONS ISSUER NO N/A N/A
WHO SERVED AS THE DIRECTORS OF DELHAIZE GROUP SA
DURING THE FYE 31 DEC 2005
PROPOSAL #6.: APPROVE THE COMPENSATION OF THE ISSUER NO N/A N/A
DIRECTORS, PROVIDE, AS FROM THE YEAR 2006, (I) TO THE
DIRECTORS IN COMPENSATION FOR THEIR POSITION AS
DIRECTORS, AN AMOUNT OF UP TO EUR 80,000 PER YEAR PER
DIRECTOR, INCREASED WITH AN AMOUNT OF UP TO EUR 5,000
PER YEAR FOR SERVICES AS THE MEMBER OF ANY STANDING
COMMITTEE OF THE BOARD, AND (II) TO THE CHAIRMAN OF
THE BOARD, AN AMOUNT UP TO EUR 160,000 PER YEAR
INCLUSIVE OF ANY AMOUNT DUE AS THE MEMBER OR CHAIRMAN
OF ANY STANDING COMMITTEE ; THE AMOUNT TO BE
DISTRIBUTED TO EACH DIRECTOR SHALL BE DECIDED BY THE
BOARD OF DIRECTORS, WITHIN THE LIMITS AS SPECIFIED
PROPOSAL #7.: GRANT DISCHARGE OF LIABILITY OF THE ISSUER NO N/A N/A
STATUTORY AUDITOR FOR THE FYE 31 DEC 2005
PROPOSAL #8.1: APPROVE TO RENEW THE MANDATE OF BARON ISSUER NO N/A N/A
GEORGES JACOBS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
THAT WILL EXPIRE AT THE END OF THE OGM THAT WILL BE
REQUESTED TO APPROVE THE ANNUAL ACCOUNTS RELATING TO
THE FY 2008
PROPOSAL #8.2: APPROVE TO RENEW THE MANDATE OF MR. ISSUER NO N/A N/A
PIERRE-OLIVIER BECKERS AS A DIRECTOR FOR A PERIOD OF 3
YEARS THAT WILL EXPIRE AT THE END OF THE OGM THAT
WILL BE REQUESTED TO APPROVE THE ANNUAL ACCOUNTS
RELATING TO THE FY 2008
PROPOSAL #8.3: APPROVE TO RENEW THE MANDATE OF MR. M ISSUER NO N/A N/A
DIDIER SMITS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
THAT WILL EXPIRE AT THE END OF THE OGM THAT WILL BE
REQUESTED TO APPROVE THE ANNUAL ACCOUNTS RELATING TO
THE FY 2008
PROPOSAL #8.4: APPROVE TO RENEW THE MANDATE OF MS. ISSUER NO N/A N/A
CLAIRE H. BABROWSKI AS A DIRECTOR FOR A PERIOD OF 3
YEARS THAT WILL EXPIRE AT THE END OF THE OGM THAT WILL
BE REQUESTED TO APPROVE THE ANNUAL ACCOUNTS RELATING
TO THE FY 2008
PROPOSAL #9.1: APPROVE TO RENEW THE MANDATE OF BARON ISSUER NO N/A N/A
GEORGES JACOBS AS AN INDEPENDENT DIRECTOR UNTIL THE
END OF THE OGM THAT WILL BE REQUIRED TO APPROVE THE
ANNUAL ACCOUNTS RELATING TO THE FY 2008, PURSUANT TO
THE CRITERIA OF THE BELGIAN COMPANY CODE
PROPOSAL #9.2: APPROVE TO RENEW THE MANDATE OF MR. ISSUER NO N/A N/A
DIDIER SMITS AS AN INDEPENDENT DIRECTOR UNTIL THE END
OF THE OGM THAT WILL BE REQUIRED TO APPROVE THE ANNUAL
ACCOUNTS RELATING TO THE FY 2008, PURSUANT TO THE
CRITERIA OF THE BELGIAN COMPANY CODE
PROPOSAL #9.3: APPROVE TO RENEW THE MANDATE OF MS. ISSUER NO N/A N/A
CLAIRE H. BABROWSKI AS AN INDEPENDENT DIRECTOR UNTIL
THE END OF THE OGM THAT WILL BE REQUIRED TO APPROVE
THE ANNUAL ACCOUNTS RELATING TO THE FY 2008, PURSUANT
TO THE CRITERIA OF THE BELGIAN COMPANY CODE
PROPOSAL #10.: APPROVE THE STOCK OPTION PLAN THAT ISSUER NO N/A N/A
DELHIZE GROUP SA INTENDS TO LAUNCH IN THE COURSE OF
2006, TO THE EXTENT THAT THE STOCK OPTION PLAN COULD
ENTITLE AN EXECUTIVE MANAGERS OF DELHAIZE GROUP TO
ACQUIRE EXISTING ORDINARY SHARES OF DELHAIZE GROUP SA
PROPOSAL #11.: APPROVE, PURSUANT TO ARTICLE 556 OF THE ISSUER NO N/A N/A
BELGIAN COMPANY CODE, ANY PROVISION GRANTING TO THE
BENEFITS OF STOCK OPTIONS ON SHARE OF THE COMPANY THE
RIGHT TO ACQUIRE SHARES OF THE COMPANY REGARDLESS OF
THE VESTING PERIOD OF THE STOCK OPTIONS IN THE EVENT
OF A CHANGE OF CONTROL OVER THE COMPANY, AS PROVIDED
IN THE STOCK OPTION PLAN THAT THE COMPANY INTENDS TO
LAUNCH IN THE COURSE OF 2006 AND IN ANY AGREEMENT
ENTERED INTO BETWEEN THE COMPANY AND BENEFICIARIES IN
RESPECT OF THE APPROVED STOCK OPTION PLAN
------------------------------------------------------------------------------------
ISSUER: EUROPEAN AERONAUTIC DEFENCE AND SPACE NV, SCHIPHOL-RIJK
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS INCLUDING THE CHAPTER ON CORPORATE
GOVERNANCE, POLICY ON DIVIDENDS, PROPOSES REMUNERATION
POLICY INCLUDING ARRANGEMENTS FOR THE GRANT OF STOCK
OPTIONS AND PERFORMANCE SHARES AND RIGHTS TO SUBSCRIBE
FOR SHARES FOR THE MEMBERS OF THE BOARD OF DIRECTORS.
PROPOSAL #2.: ADOPT THE AUDITED ACCOUNTS FOR THE FY ISSUER NO N/A N/A
2005
PROPOSAL #3.: APPROVE THE ALLOCATION OF INCOME AND ISSUER NO N/A N/A
DIVIDENDS OF EUR 0.65 PER SHARE
PROPOSAL #4.: APPROVE TO RELEASE FROM LIABILITY TO THE ISSUER NO N/A N/A
MEMBERS OF THE BOARD OF DIRECTORS
PROPOSAL #5.: APPOINT ERNST YOUNG AND KPMG ACCOUNTANTS ISSUER NO N/A N/A
N.V. AS THE AUDITORS FOR THE FY 2006
PROPOSAL #6.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
ISSUE SHARES UP TO 1% INCLUDING SPECIFIC POWERS AND
APPROVE LTIP AS WELL AS ESOP PLANS
PROPOSAL #7.: APPROVE THE REDUCTION SHARE CAPITAL VIA ISSUER NO N/A N/A
CANCELLATION OF 6.7 MILLION SHARES
PROPOSAL #8.: APPROVE TO RENEW THE AUTHORIZATION TO ISSUER NO N/A N/A
THE BOARD OF DIRECTORS TO REPURCHASE SHARES OF THE
COMPANY
------------------------------------------------------------------------------------
ISSUER: FAR EASTONE TELECOMMUNICATIONS CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPROVE TO REPORT THE BUSINESS ISSUER YES FOR N/A
OPERATION RESULT OF FY 2005
PROPOSAL #1.2: APPROVE TO REPORT THE FINANCIAL REPORTS ISSUER YES FOR N/A
OF FY 2005
PROPOSAL #1.3: APPROVE THE SUPERVISORS REVIEWS ISSUER YES FOR N/A
FINANCIAL REPORTS OF FY 2005
PROPOSAL #1.4: AMEND THE BOARD OF DIRECTORS MEETING ISSUER YES FOR N/A
RULES
PROPOSAL #1.5: OTHERS ISSUER YES FOR N/A
PROPOSAL #2.1: RATIFY THE FINANCIAL REPORTS OF FY 2005 ISSUER YES FOR N/A
PROPOSAL #2.2: RATIFY THE NET PROFIT ALLOCATION OF FY ISSUER YES FOR N/A
2005; CASH DIVIDEND: TWD 3.1 PER SHARE
PROPOSAL #3.1: AMEND A PART OF THE COMPANY ARTICLES ISSUER YES AGAINST N/A
PROPOSAL #3.2: AMEND THE PROCESS PROCEDURES FOR ISSUER YES AGAINST N/A
ACQUISITION AND DISPOSAL OF ASSETS
PROPOSAL #3.3: AMEND THE PROCESS PROCEDURES OF ISSUER YES AGAINST N/A
ENDORSEMENTS/GUARANTEES
PROPOSAL #3.4: AMEND THE PROCESS PROCEDURES OF LENDING ISSUER YES AGAINST N/A
FUNDS TO OTHERS
PROPOSAL #3.5: RE-ELECT 9 DIRECTORS AND 3 SUPERVISORS ISSUER YES FOR N/A
PROPOSAL #3.6: APPROVE TO RELIEVE RESTRICTIONS ON THE ISSUER YES FOR N/A
DIRECTORS ACTING AS THE DIRECTORS OF OTHER COMPANIES
PROPOSAL #3.7: OTHERS ISSUER YES AGAINST N/A
PROPOSAL #4.: EXTRAORDINARY PROPOSAL ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: FLEXTRONICS INTERNATIONAL LTD.
TICKER: FLEX CUSIP: Y2573F102
MEETING DATE: 9/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MR. JAMES A. DAVIDSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. LIP-BU TAN ISSUER YES FOR FOR
PROPOSAL #02: RE-APPOINTMENT OF MR. PATRICK FOLEY AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY.
PROPOSAL #03: TO RE-APPOINT DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL
YEAR ENDING MARCH 31, 2006 AND TO AUTHORIZE THE BOARD
OF DIRECTORS TO FIX THEIR REMUNERATION.
PROPOSAL #04: TO APPROVE THE AUTHORIZATION FOR THE ISSUER YES FOR FOR
DIRECTORS OF THE COMPANY TO ALLOT AND ISSUE ORDINARY
SHARES.
PROPOSAL #05: TO APPROVE THE DIRECTOR CASH ISSUER YES FOR FOR
COMPENSATION AND ADDITIONAL CASH COMPENSATION FOR THE
CHAIRMAN OF THE AUDIT COMMITTEE (IF APPOINTED) AND FOR
COMMITTEE PARTICIPATION.
PROPOSAL #06: TO APPROVE THE PROPOSED RENEWAL OF THE ISSUER YES FOR FOR
SHARE PURCHASE MANDATE RELATING TO ACQUISITIONS BY THE
COMPANY OF ITS OWN ISSUED ORDINARY SHARES.
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ISSUER: FOLLI FOLLIE SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO ISSUE THE COMMON BOND LOAN OF ISSUER NO N/A N/A
EUR 113,000,000 IN REPLACEMENT TO THE COMPANY'S LONG
LASTING LENDING, ACCORDING TO LAW 3156/2003 AND
RELEVANT AUTHORIZATION TO THE BOARD OF DIRECTORS
PROPOSAL #2.: APPROVE THE PURCHASE OF THE COMPANY'S ISSUER NO N/A N/A
OWN SHARES, ACCORDING TO ARTICLE 16 PARAGRAPH 5 OF
COMPANY LAW 2190/1920
------------------------------------------------------------------------------------
ISSUER: FOLLI FOLLIE SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO ISSUE THE COMMON BOND LOAN OF ISSUER YES FOR N/A
EUR 113,000,000 IN REPLACEMENT TO THE COMPANY'S LONG
LASTING LENDING, ACCORDING TO THE LAW 3156/2003 AND
RELEVANT AUTHORIZATION TO THE BOARD OF DIRECTORS
------------------------------------------------------------------------------------
ISSUER: FOLLI FOLLIE SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/30/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL FINANCIAL STATEMENTS ISSUER NO N/A N/A
FOR THE FY 2005 TOGETHER WITH THE BOARD OF DIRECTORS
AND THE AUDITORS RELEVANT REPORTS
PROPOSAL #2.: GRANT DISCHARGE OF THE BOARD OF DIRECTOR ISSUER NO N/A N/A
MEMBERS AND THE CHARTERED AUDITORS FROM ANY LIABILITY
FOR INDEMNITY FOR THE FY 2005
PROPOSAL #3.: APPROVE THE PROFITS DISTRIBUTION FOR THE ISSUER NO N/A N/A
FY 2005 AND DIVIDEND PAYMENT
PROPOSAL #4.: ELECT 1 REGULAR AND 1 ALTERNATE ISSUER NO N/A N/A
CHARTERED AUDITOR FOR THE CURRENT USE AND APPROVE THE
DETERMINATION OF THEIR FEES
PROPOSAL #5.: APPROVE THE BOARD OF DIRECTORS RECEIVED ISSUER NO N/A N/A
REMUNERATION FOR THE FY 2005 AND PRE-APPROVAL OF THE
SAME FOR THE FY 2006
PROPOSAL #6.: APPROVE THE ISSUANCE OF COMMON BOND LOAN ISSUER NO N/A N/A
AMOUNT OF EUR 210.000.000 ACCORDING TO LAW 3156/2003
AND AUTHORIZE THE COMPANY'S BOARD OF DIRECTOR FOR THE
SPECIFICATION OF THE TERMS
PROPOSAL #7.: VARIOUS ANNOUNCEMENTS ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: FORD OTOMOTIV SANAYI AS
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING AND CONSTITUTION OF THE ISSUER NO N/A N/A
PRESIDING COMMITTEE
PROPOSAL #2.: APPROVE THE AMENDMENT OF THE ARTICLES 6 ISSUER NO N/A N/A
AND 21 AND ADDITION OF THE TEMPORARY ARTICLE 2 TO THE
ARTICLES OF ASSOCIATION
PROPOSAL #3.: APPROVE THE DISTRIBUTION OF PROFITS FROM ISSUER NO N/A N/A
EXTRAORDINARY RESERVES MADE IN THE YEAR 2004
CORRESPONDING TO 54 % OF THE PAID CAPITAL AMOUNTING TO
189,491,400 NEW TURKISH LIRA AND SET THE
DISTRIBUTION DATE TO 30 SEP 2005
PROPOSAL #4.: AUTHORIZE THE PRESIDING COMMITTEE TO THE ISSUER NO N/A N/A
SIGN THE MEETING MINUTES
------------------------------------------------------------------------------------
ISSUER: FORD OTOMOTIV SANAYI AS
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING AND ELECT THE CHAIRMANSHIP PANEL ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE TO DISTRIBUTE A TOTAL DIVIDEND ISSUER NO N/A N/A
OF YTL 80,709,300 FROM EXTRAORDINARY RESERVES OF THE
COMPANY BOOKED IN 2003, IN THE GROSS RATIO OF 23% (NET
RATIO OF 20,7%) OF THE PAID IN CAPITAL AND TO SET THE
DISTRIBUTION DATE AS 27 DEC 2005
PROPOSAL #3.: AUTHORIZE THE CHAIRMANSHIP PANEL TO SIGN ISSUER NO N/A N/A
THE MEETING MINUTES OF THE GENERAL ASSEMBLY
------------------------------------------------------------------------------------
ISSUER: FORD OTOMOTIV SANAYI AS
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE ASSEMBLY AND ELECT THE ISSUER NO N/A N/A
CHAIRMANSHIP
PROPOSAL #2.: APPROVE THE BOARD OF DIRECTORS ACTIVITY ISSUER NO N/A N/A
REPORT, AUDITORS REPORTS AND INDEPENDENT EXTERNAL
AUDITING COMPANY'S BASARAN NAS SERBEST MUHASEBECI
MALI MUSAVIRLIK A.S. A MEMBER OF
PRICEWATERHOUSECOOPERS REPORT AND THE BOARD OF
DIRECTORS CONCERNING THE BALANCE SHEET AND INCOME
STATEMENT FOR THE YEAR 2005
PROPOSAL #3.: RATIFY THE MID-TERM ELECTIONS FOR THE ISSUER NO N/A N/A
VACATED BOARD MEMBERSHIPS IN ACCORDANCE WITH THE
ARTICLE 315TH OF THE TURKISH TRADE CODE
PROPOSAL #4.: GRANT DISCHARGE TO THE BOARD MEMBERS AND ISSUER NO N/A N/A
THE AUDITORS FOR THEIR ACTIVITIES FOR THE YEAR 2005
PROPOSAL #5.: APPROVE THE DISTRIBUTION OF PROFITS AND ISSUER NO N/A N/A
ITS DATE
PROPOSAL #6.: ELECT THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND APPROVE TO DETERMINE HIS/HER TERMS IN
OFFICE
PROPOSAL #7.: ELECT THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
AUDITORS AND APPROVE TO DETERMINE HIS/HER TERMS IN
OFFICE
PROPOSAL #8.: APPROVE TO DETERMINE THE REMUNERATION OF ISSUER NO N/A N/A
THE MEMBERS OF THE BOARD OF DIRECTORS AND THE AUDITORS
PROPOSAL #9.: APPROVE THE DONATIONS GIVEN ACROSS THE ISSUER NO N/A N/A
YEAR 2005
PROPOSAL #10.: AUTHORIZE THE BOARD OF DIRECTORS FOR ISSUER NO N/A N/A
THE DISBURSEMENT OF 2006 PROFITS ACCRUED IN INTERIM
PERIOD
PROPOSAL #11.: RATIFY THE INDEPENDENT EXTERNAL ISSUER NO N/A N/A
AUDITING COMPANY APPOINTED BY THE BOARD OF DIRECTORS
IN ACCORDANCE WITH THE REGULATIONS CONCERNING THE
CAPITAL MARKET INDEPENDENT EXTERNAL AUDITING ISSUED BY
CAPITAL MARKET BOARD
PROPOSAL #12.: GRANT PERMISSION TO THE MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS TO BECOME PARTNER TO THE COMPANIES
OPERATING IN THE SAME FIELD OF BUSINESS IN PERSON OR
ON BEHALF OF OTHER PERSON AND TO MAKE ALL THE
NECESSARY TRANSACTIONS IN ACCORDANCE WITH THE ARTICLES
334 AND 335 OF THE TURKISH TRADE CODE
PROPOSAL #13.: AUTHORIZE THE CHAIRMANSHIP IN ORDER TO ISSUER NO N/A N/A
SIGN THE MINUTES OF THE ASSEMBLY
PROPOSAL #14.: REQUESTS ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: FRANCE TELECOM SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/21/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE STATUTORY FINANCIAL ISSUER NO N/A N/A
STATEMENTS FOR THE FYE 31 DEC 2005, WHICH INCLUDE THE
BALANCE SHEET, THE INCOME STATEMENT AND THE NOTES, AS
WELL AS THE TRANSACTIONS REFLECTED IN THE STATUTORY
FINANCIAL STATEMENTS AND SUMMARIZED IN THE REPORTS; TO
DETERMINE THE PROFIT FOR THIS FY AT EUR
5,511,142,538.48; GRANT FINAL DISCHARGE TO THE MEMBERS
OF THE BOARD OF DIRECTORS FOR THE PERFORMANCE OF
THEIR TERM OF OFFICE FOR THE SAID FY
PROPOSAL #O.2: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AS WELL AS THE REPORT OF THE STATUTORY
AUDITORS ON THE CONSOLIDATED FINANCIAL STATEMENTS AND
APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE
FYE 31 DEC 2005, WHICH INCLUDE THE CONSOLIDATED
BALANCE SHEET AND THE INCOME STATEMENT AS WELL AS THE
NOTES AND THE TRANSACTIONS REFLECTED IN THE
CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARIZED IN
THE REPORTS
PROPOSAL #O.3: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE REPORT OF THE STATUTORY AUDITORS ON
THE STATUTORY FINANCIAL STATEMENTS AND APPROVE TO
DECIDE, WITH RESPECT TO THE FY EARNINGS OF EUR
5,511,142,538.48, TO ALLOCATE EUR 273,959,612.82 TO
THE LEGAL RESERVE, WHICH WILL RAISE THE AMOUNT OF THIS
RESERVE TO EUR 1,041,223,918.80; ACKNOWLEDGES THAT
THE DISTRIBUTABLE INCOME FOR THE FY, AFTER ALLOCATION
TO THE LEGAL RESERVE AND CONSIDERING CARRY FORWARD
RETAINED EARNINGS ACCOUNT OF EUR 4,624,606,242.44
AMOUNTS COMES TO EUR 9,861,789,168.10; AND TO
DISTRIBUTE A DIVIDEND OF EUR 1.00 PER SHARE TO THE
SHAREHOLDERS AND TO ALLOCATE THE BALANCE OF THE
DISTRIBUTABLE INCOME TO THE RETAINED EARNINGS ACCOUNT;
THE DIVIDEND WILL BE PAID ON 10 MAY 2006; AUTHORIZE
THE BOARD OF DIRECTORS TO DETERMINE, IN CONSIDERATION
OF THE NUMBER OF SHARES HELD BY THE COMPANY ON THE DAY
THE DIVIDEND IS PAID, THE TOTAL AMOUNT OF THE
DIVIDEND, ON THE UNDERSTANDING THAT THE SHARES HELD BY
THE COMPANY ON THE DATE THE DIVIDEND IS PAID WILL NOT
GIVE ENTITLEMENT TO A DIVIDEND, AND CONSEQUENTLY THE
AMOUNT OF THE BALANCE OF THE DISTRIBUTABLE INCOME THAT
WILL BE ALLOCATED TO THE RETAINED EARNINGS ACCOUNT;
THE AMOUNT OF INCOME THUS DISTRIBUTED WILL ENTITLE
NATURAL PERSONS FISCALLY DOMICILED IN FRANCE TO THE
40% ALLOWANCE PURSUANT TO 3-2 IN ARTICLE 158 OF THE
GENERAL TAX CODE CODE GENERAL DES IMPOTS
PROPOSAL #O.4: ACKNOWLEDGE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
STATUTORY AUDITORS CONCERNING THE AGREEMENTS REFERRED
TO IN ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE,
AND APPROVE THE AGREEMENTS SET FORTH THEREIN
PROPOSAL #O.5: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND APPROVE TO TERMINATE WITH IMMEDIATE
EFFECT, FOR THE UNUSED PORTION, THE AUTHORIZATION
GRANTED BY RESOLUTION 19 IN THE COMBINED GENERAL
MEETING OF 22 APR 2005, TO PURCHASE THE COMPANY'S
SHARES; AUTHORIZE THE COMPANY TO BUY ITS OWN SHARES UP
TO A MAXIMUM OF 10% CENT OF THE SHARE CAPITAL
EXISTING ON THE DAY OF THIS GENERAL MEETING, UNDER THE
FOLLOWING CONDITIONS: THE MAXIMUM PURCHASE PRICE
SHALL NOT EXCEED EUR 40.00 PER SHARE; CONSEQUENTLY,
THE MAXIMUM AMOUNT OF FUNDS ALLOCATED TO THE SHARE
REPURCHASE PROGRAM AMOUNTS TO EUR 10,412,239,160.00;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; THE
ACQUISITIONS CARRIED OUT BY THE COMPANY PURSUANT TO
THIS AUTHORIZATION CAN IN NO EVENT CAUSE IT TO HOLD,
DIRECTLY OR INDIRECTLY, MORE THAN 10% OF THE SHARES
COMPRISING THE SHARE CAPITAL; THE NUMBER OF ACTIONS
ACQUIRED BY THE COMPANY WITH A VIEW TO THEIR RETENTION
OR THEIR SUBSEQUENT DELIVERY IN PAYMENT OR EXCHANGE
AS PART OF A MERGER, DIVESTMENT OR CAPITAL
CONTRIBUTION CANNOT EXCEED 5% OF ITS CAPITAL;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.6: AMEND THE ARTICLE 15 OF THE COMPANY'S ISSUER NO N/A N/A
BY-LAWS - BOARD DECISIONS, IN ORDER TO BRING IT INTO
CONFORMITY WITH THE NEW PROVISIONS OF ARTICLE L. 225-
37 OF THE FRENCH COMMERCIAL CODE, AS AMENDED BY LAW
NUMBER 2005-842 OF 26 JUL 2005
PROPOSAL #E.7: AMEND THE ARTICLE 21 OF THE COMPANY'S ISSUER NO N/A N/A
BY-LAWS - SHAREHOLDERS MEETINGS, IN ORDER TO BRING IT
INTO CONFORMITY WITH THE NEW PROVISIONS OF ARTICLES
L. 225-96 AND L. 225-98 OF THE FRENCH COMMERCIAL CODE,
AS AMENDED BY LAW NUMBER 2005-842 OF 26 JUL 2005
PROPOSAL #E.8: APPROVE TO TERMINATE WITH IMMEDIATE ISSUER NO N/A N/A
EFFECT, FOR THE UNUSED PORTION, THE DELEGATION GRANTED
BY RESOLUTION 31 OF THE COMBINED GENERAL MEETING ON
22 APR 2005; AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE
THE COMPANY'S ORDINARY SHARES WHICH MAY BE SUBSCRIBED
EITHER IN CASH OR BY OFFSETTING OF DEBTS; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; APPROVE TO WAIVE THE
PREFERENTIAL SUBSCRIPTION RIGHT OF SHAREHOLDERS TO
THESE ORDINARY SHARES AND TO RESERVE THE RIGHT TO
SUBSCRIBE THEM TO HOLDERS OF STOCK OPTIONS OR SHARES
OF ORANGE S.A. THAT ARE BENEFICIARIES OF A LIQUIDITY
AGREEMENT; THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL
INCREASE RESULTING FROM ALL ISSUANCES EFFECTED
PURSUANT TO THIS DELEGATION IS SET AT EUR
200,000,000.00; THIS AMOUNT WILL BE CHARGED AGAINST
THE MAXIMUM SET BY RESOLUTION 33 OF THE COMBINED
SHAREHOLDERS MEETING ON 22 APR 2005; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.9: APPROVE TO TERMINATE WITH IMMEDIATE ISSUER NO N/A N/A
EFFECT, FOR THE UNUSED PORTION, THE DELEGATION GRANTED
BY RESOLUTION 32 OF THE COMBINED GENERAL MEETING ON
22 APR 2005; AUTHORIZE THE BOARD OF DIRECTORS,
PROCEEDING WITH THE ISSUANCE AND FREE ALLOCATION OF
OPTION-BASED LIQUIDITY INSTRUMENTS ILO COMPRISED OF
BONDS EXERCISABLE FOR CASH; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AND/OR FOR EXISTING ORDINARY
SHARES AND/OR TO BE ISSUED BY THE COMPANY AND FOR
WHICH THE COMPANY'S SHARES SHALL BE FULLY PAID-UP, IF
APPLICABLE, BY OFFSETTING OF DEBTS; TO WAIVE THE
PREFERENTIAL SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS
FOR THE BENEFIT OF HOLDERS OF STOCK OPTIONS OF ORANGE
S.A. THAT ARE BENEFICIARIES OF A LIQUIDITY AGREEMENT;
THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE
RESULTING FROM ALL THE ISSUES THAT CAN BE CARRIED OUT
PURSUANT TO THIS DELEGATION IS SET AT EUR
10,000,000.00; THIS AMOUNT WILL BE CHARGED AGAINST THE
MAXIMUM SET BY RESOLUTION 33 OF THE COMBINED
SHAREHOLDERS MEETING ON 22 APR 2005; TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.10: APPROVE TO TERMINATE WITH IMMEDIATE ISSUER NO N/A N/A
EFFECT, FOR THE UNUSED PORTION, THE DELEGATION GRANTED
BY RESOLUTION 36 OF THE COMBINED GENERAL MEETING ON
22 APR 2005; AUTHORIZE THE BOARD OF DIRECTORS TO
INCREASE THE SHARE CAPITAL, AT ITS DISCRETION, ON ONE
OR MORE OCCASIONS, THROUGH THE ISSUANCE OF ORDINARY
SHARES OR SECURITIES GIVING ACCESS TO THE COMPANY'S
ORDINARY SHARES EXISTING OR TO BE ISSUED, RESERVED FOR
EMPLOYEES AND FORMER EMPLOYEES WHO ARE MEMBERS OF THE
FRANCE TELECOM GROUP CORPORATE SAVINGS PLAN,
INCLUDING THROUGH THE FREE ALLOCATION OF ORDINARY
SHARES OR SECURITIES GIVING ACCESS TO THE COMPANY'S
ORDINARY SHARES EXISTING OR TO BE ISSUED, SPECIFICALLY
BY THE INCORPORATION OF RESERVES, PROFITS OR PREMIUMS
UP TO THE LEGAL AND REGULATORY LIMITS; THE MAXIMUM
NOMINAL AMOUNT OF THE CAPITAL INCREASE OF FRANCE
TELECOM RESULTING FROM ALL ISSUANCES EFFECTED OUT
PURSUANT TO THIS DELEGATION IS SET AT EUR
1,000,000,000.00; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #E.11: APPROVE TO TERMINATE WITH IMMEDIATE ISSUER NO N/A N/A
EFFECT, FOR THE UNUSED PORTION, THE DELEGATION GRANTED
BY RESOLUTION 37 OF THE COMBINED SHAREHOLDERS
MEETING ON 22 APR 2005; AUTHORIZE THE BOARD OF
DIRECTORS TO CANCEL, ON ONE OR MORE OCCASIONS, UP TO A
MAXIMUM OF 10% OF THE COMPANY'S SHARE CAPITAL BY
PERIODS OF 24 MONTHS, ALL OR PART OF THE FRANCE
TELECOM ORDINARY SHARES ACQUIRED AS PART OF THE SHARE
PURCHASE PROGRAMS AUTHORIZED IN THE RESOLUTION O.5, OR
AS PART OF SHARE PURCHASE PROGRAMS AUTHORIZED
SUBSEQUENT TO THE DATE OF THIS SHAREHOLDERS MEETING;
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
PURSUANT TO ARTICLE L. 225-197-1 ET SEQ. OF THE FRENCH
COMMERCIAL CODE, TO PROCEED TO THE ALLOCATION, FREE
OF CHARGE, OF ORDINARY SHARES, RESERVED FOR EMPLOYEES
AND THE BOARD MEMBERS AS DEFINED BY ARTICLE L.225-
197-1 II PART 1 , OR CERTAIN OF THEM, OF THE COMPANY
OR OF RELATED COMPANIES OR GROUPS AS DEFINED BY
ARTICLE L. 225-197-2 OF THE FRENCH COMMERCIAL CODE;
AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; THE TOTAL
NUMBER OF ORDINARY SHARES GRANTED FREE OF CHARGE
PURSUANT TO THIS RESOLUTION SHALL NOT REPRESENT MORE
THAN 1% OF THE CAPITAL OF THE COMPANY; TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
PROPOSAL #E.13: GRANT ALL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: FRESENIUS MED CARE AKTIENGESELLSCHAFT
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE CONVERSION OF PREFERRED ISSUER NO N/A N/A
SHARES OF THE COMPANY INTO ORDINARY SHARES THE COMPANY
WILL GRANT HOLDERS OF PREFERRED SHARES THE
OPPORTUNITY TO CONVERT THEIR PREFERRED SHARES INTO
BEARER ORDINARY SHARES, SHAREHOLDERS WHO WISH TO
PARTICIPATE IN THIS PROGRAM WILL HAVE TO PAY A PREMIUM
OF EUR 12.25 PER SHARE FOR THE CONVERSION, THE
DIVIDEND ENTITLEMENT OF THE CONVERTED PREFERRED SHARES
WILL CORRESPOND TO THE DIVIDEND ENTITLEMENT OF THE
BEARER ORDINARY SHARES WITH EFFECT AS PER 1 JAN 2005
PROPOSAL #2.: APPROVE THE ADJUSTMENT OF THE EXISTING ISSUER NO N/A N/A
EMPLOYEE PARTICIPATION PROGRAMS 1996/1998, 1998, AND
2001 IN CONNECTION WITH THE CONVERSION OF PREFERRED
SHARES AS PER ITEM 1 AND THE ADJUSTMENT OF THE
CORRESPONDING CONTINGENT CAPITALS
PROPOSAL #3.: APPROVE THAT THE EXISTING AUTHORIZED ISSUER NO N/A N/A
CAPITAL OF UP TO EUR 30,720,000 SHALL BE REVOKED;
AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH THE
CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE
SHARE CAPITAL BY UP TO EUR 35,000,000 THROUGH THE
ISSUE OF NEW BEARER ORDINARY SHARES AGAINST
CONTRIBUTIONS IN CASH, ON OR BEFORE 29 AUG 2010
AUTHORIZED CAPITAL I , SHAREHOLDERS SUBSCRIPTION
RIGHTS SHALL BE EXCLUDED FOR RESIDUAL AMOUNTS; THE
EXISTING AUTHORIZED CAPITAL II OF UP TO EUR 20,480,000
SHALL BE REVOKED; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS, WITH THE CONSENT OF THE SUPERVISORY BOARD,
TO INCREASE THE SHARE CAPITAL BY UP TO EUR 25,000,000
THROUGH THE ISSUE OF NEW BEARER ORDINARY SHARES
AGAINST CONTRIBUTIONS IN CASH AND/OR KIND, ON OR
BEFORE 29 AUG 2010 AUTHORIZED CAPITAL II ,
SHAREHOLDERS SUBSCRIPTION RIGHTS
PROPOSAL #4.: APPROVE THE TRANSFORMATION OF THE ISSUER NO N/A N/A
COMPANY'S LEGAL FORM INTO A PARTNERSHIP LIMITED BY
SHARES KGAA , AND THAT THE NEW ARTICLES OF
ASSOCIATION OF THE COMPANY SHALL BE TRANSFORMED INTO A
PARTNERSHIP LIMITED BY SHARES AND ITS NAME CHANGED TO
FRESENIUS MEDICAL CARE AG & COMPANY, KGAA FRESENIUS
MEDICAL CARE MANAGEMENT AG WILL BE GENERAL PARTNER OF
FRESENIUS MEDICAL CARE AG & COMPANY KGAA IN EXCHANGE
FOR EVERY ORDINARY/PREFERRED SHARE OF THE COMPANY,
EACH SHAREHOLDER WILL RECEIVE ONE ORDINARY/PREFERRED
SHARE OF FRESENIUS MEDICAL CARE AG & COMPANY KGAA
PROPOSAL #S.1: PLEASE NOTE THAT THIS IS AN ISSUER NO N/A N/A
SHAREHOLDERS PROPOSAL: ON AUGUST 12, 2005, CITADEL
EQUITY FUND LTD., LONDON, SUBMITTED A COUNTERMOTION TO
AGENDA ITEM 1 OF THE EXTRAORDINARY GENERAL MEETING
AND TO THE ONLY AGENDA ITEM OF THE SEPARATE MEETING OF
PREFERENCE SHAREHOLDERS &150; RESOLUTION ON THE
CONVERSION OF NON-VOTING BEARER PREFERENCE SHARES INTO
BEARER ORDINARY SHARES. CITADEL EQUITY FUND LTD
HEREBY REQUESTS ALL SHAREHOLDERS OF FRESENIUS MEDICAL
CARE AG TO APPROVE THE CONVERSION ONLY WHEN THE
CONVERSION PREMIUM WILL BE REDUCED TO EUR 9.75 PER
BEARER PREFERENCE SHARE
------------------------------------------------------------------------------------
ISSUER: FRESENIUS MEDICAL CARE AG & CO. KGAA, BAD HOMBURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE ANNUAL FINANCIAL ISSUER NO N/A N/A
STATEMENTS AND GROUP FINANCIAL STATEMENTS, SITUATION
REPORT FOR FRESENIUS MEDICAL CARE AG & CO. KGAA
PREVIOUSLY FRESENIUS MEDICAL CARE AKTIENGESELLSCHAFT
AND THE GROUP, APPROVED BY THE SUPERVISORY BOARD AND
THE REPORT OF THE SUPERVISORY BOARD FOR THE FY 2005;
RESOLUTION ON THE APPROVAL OF THE ANNUAL FINANCIAL
STATEMENTS OF FRESENIUS MEDICAL CARE AG & CO. KGAA
PREVIOUSLY FRESENIUS MEDICAL CARE AKTIENGESELLSCHAFT
FOR THE FY 2005
PROPOSAL #2.: RESOLUTION ON THE ALLOCATION OF INCOME ISSUER NO N/A N/A
AND DIVIDENDS OF EUR 1.23 PER COMMON SHARE AND EUR
1.29 PER PREFERENCE SHARE
PROPOSAL #3.: RESOLUTION ON THE DISCHARGE OF THE ISSUER NO N/A N/A
MANAGEMENT BOARD
PROPOSAL #4.: RESOLUTION ON THE DISCHARGE OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.1: ELECT DR. GERD KRICK TO THE SUPERVISORY ISSUER NO N/A N/A
BOARD
PROPOSAL #5.2: ELECT DR. DIETER SCHENK TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.3: ELECT PROF. DR. BERND FAHRHOLZ TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.4: ELECT MR. WALTER L. WEISMAN TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD AND TO THE JOINT COMMITTEE
PROPOSAL #5.5: ELECT MR. JOHN GERHARD KRINGEL TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD AND TO THE JOINT COMMITTEE
PROPOSAL #5.6: ELECT MR. WILLIAM P. JOHNSTON TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD AND TO THE JOINT COMMITTEE
PROPOSAL #6.: RATIFY KPMG DEUTSCHE TREUHAND- ISSUER NO N/A N/A
GESELLSCHAFTAKTIENGESELLSCHAFT AS THE AUDITORS FOR
FISCAL 2006
PROPOSAL #7.: RESOLUTION ON AUTHORIZING THE GRANTING ISSUER NO N/A N/A
OPTIONS TO MANAGERIAL STAFF MEMBERS FUHRUNGSKRAFTE
AND MEMBERS OF FRESENIUS MEDICAL CARE AG & CO. KGAA OR
AN AFFILIATED COMPANY STOCK OPTION PROGRAM 2006 AND
THE CREATION OF CONDITIONAL CAPITAL TO PROVIDE FOR
THE STOCK OPTION PROGRAME 2006 AND CONSEQUENT
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
PROPOSAL #8.: RESOLUTION ON THE ADJUSTMENT OF EXISTING ISSUER NO N/A N/A
EMPLOYEE PARTICIPATION PROGRAMS
PROPOSAL #9.: RESOLUTION ON AMENDMENT OF ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION; ARTICLE 13A JOINT COMMITTEE, ARTICLE 13B
APPOINTMENT AND PERIOD OF OFFICE OF MEMBERS OF THE
JOINT COMMITTEE, ARTICLE 13C RIGHTS AND DUTIES OF THE
JOINT COMMITTEE, ARTICLE 13D MEETINGS AND RESOLUTIONS
OF THE JOINT COMMITTEE, ARTICLE 13E RULES OF
PROCEDURES, REPORT, REMUNERATION, ARTICLE 13F DUTY OF
CARE AND RESPOSIBILITY OF THE MEMBERS OF THE JOINT
COMMITTEE, ARTICLE 12 RULES OF PROCEDURES OF THE
SUPERVISORY BOARD, AUDIT AND CORPORATE GOVERNANCE
COMMITTEE
------------------------------------------------------------------------------------
ISSUER: FRIENDS PROVIDENT PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT AND ISSUER YES FOR N/A
ACCOUNTS AND THE AUDITORS REPORT
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 5.1 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE
PROPOSAL #3.: ELECT MR. ALAIN GRISAY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT MR. BEN GUNN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. CHRISTOPHER JEMMETT AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.: RE-ELECT MR. LORD MACGREGOR AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT A LADY JUDGE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: APPROVE THE DIRECTORS REPORT ON ISSUER YES FOR N/A
REMUNERATION
PROPOSAL #9.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR ISSUER YES FOR N/A
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO SET THE FEES ISSUER YES FOR N/A
PAID TO THE AUDITOR
PROPOSAL #11.: AUTHORIZE THE DIRECTOR TO ALLOT SHARES ISSUER YES FOR N/A
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 70,480,687.10
PROPOSAL #s.12: AUTHORIZE THE DIRECTOR TO DISPLAY PRE- ISSUER YES FOR N/A
EMPTION RIGHTS UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 10,572,103.07
PROPOSAL #s.13: AUTHORIZE FRIENDS PROVIDENT PLC TO BUY ISSUER YES FOR N/A
BACK 211,442,061 ORDINARY SHARES
------------------------------------------------------------------------------------
ISSUER: GLAXOSMITHKLINE
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/17/2006 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 2005
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR N/A
YE 31 DEC 2005
PROPOSAL #3.: ELECT DR. MONCEF SLAOUI AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #4.: ELECT MR. TOM DE SWAAN AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #5.: RE-ELECT MR. LARRY CULP AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #6.: RE-ELECT SIR. CRISPIN DAVIS AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #7.: RE-ELECT DR. RONALDO SCHMITZ AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #8.: AUTHORIZE THE AUDIT COMMITTEE TO RE- ISSUER YES FOR N/A
APPOINT PRICEWATERHOUSCOOPERS LLP AS THE AUDITORS TO
THE COMPANY UNTIL THE END OF THE NEXT MEETING AT WHICH
ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #9.: AUTHORIZE THE AUDIT COMMITTEE TO ISSUER YES FOR N/A
DETERMINE THE REMUNERATION OF THE AUDITORS
PROPOSAL #10.: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR N/A
WITH 347C OF THE COMPANIES ACT 1985 THE ACT , TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO INCUR
EU POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 50,000; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM IN 2007 OR 16 NOV
2007
PROPOSAL #11.: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR N/A
SUBSTITUTION FOR ALL SUBSTITUTING AUTHORITIES, TO
ALLOT RELEVANT SECURITIES SECTION 80 OF THE ACT UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 485,201,557;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
COMPANY'S AGM IN 2007 OR 16 NOV 2007 ; 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.12: 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 ACT, TO
ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT FOR
CASH PURSUANT TO THE AUTHORITY CONFERRED ON DIRECTORS
BY RESOLUTION 11 AND /OR WHERE SUCH ALLOTMENT
CONSTITUTES AN ALLOTMENT OF EQUITY SECURITIES BY
VIRTUE OF SECTION 94(3A)OF THE ACT, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
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 72,780,233; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY IN 2007 OR ON 16 NOV 2007 ; 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.13: AUTHORIZE THE COMPANY, FOR THE ISSUER YES FOR N/A
PURPOSES OF SECTION 166 OF THE ACT, TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT OF UP TO
582,241,869 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 2007 OR ON 16 NOV 2007 ; 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: HANWHA CHEMICAL CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/22/2006 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 EARNING
PROPOSAL #2.: APPROVE THE PARTIAL AMENDMENTS TO THE ISSUER YES FOR N/A
ARTICLES OF INCORPORATION
PROPOSAL #3.: ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #4.: ELECT THE OUTSIDE DIRECTORS, WHO WILL BE ISSUER YES FOR N/A
THE MEMBERS OF THE AUDITORS COMMITTEE
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: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORT AND ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE REPORT ON REMUNERATION ISSUER YES FOR N/A
POLICY AND PRACTICE
PROPOSAL #3.: DECLARE THE FINAL DIVIDEND OF 24.35 ISSUER YES FOR N/A
PENCE PER SHARE
PROPOSAL #4.: ELECT MR. PETER CUMMINGS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: ELECT MS. KAREN JONES AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE- ELECT MR. ANDY HORNBY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE- ELECT MR. PHIL HODKINSON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #8.: RE- ELECT SIR RONALD GARRICK AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #9.: RE- ELECT MS. COLINE MCCONVILLE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #10.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE BOARD TO DETERMINE THEIR
REMUNERATION
PROPOSAL #11.: APPROVE TO INCREASE THE AUTHORIZED ISSUER YES FOR N/A
PREFERENCE SHARE CAPITAL TO GBP 4,685,000,000, EUR
3,000,000,000, USD 5,000,000,000, AUS 1,000,000,000
AND CAN 1,000,000,000 BY THE CREATION OF PREFERENCE
SHARES
PROPOSAL #12.: APPROVE THE ISSUE OF ORDINARY SHARES ISSUER YES FOR N/A
WITH PRE-EMPTION RIGHTS UP TO AGGREGATE NOMINAL AMOUNT
OF GBP 319,304,642 ISSUE OF PREFERENCE SHARES WITH
PRE-EMPTION RIGHTS UP TO GBP 3,126,852,845, EUD
3,000,000,000, USD 4,498,500,000 AUS 1,000,000,000 AND
CAN 1,000,000
PROPOSAL #S.13: APPROVE TO AUTHORIZE THE ISSUE OF ISSUER YES FOR N/A
EQUITY OR EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE
RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP
PROPOSAL #S.14: APPROVE TO AUTHORIZE GBP 383,103,366 ISSUER YES FOR N/A
OF ORDINARY SHARES FOR MARKET PURCHASE
PROPOSAL #15.: APPROVE THE EU POLITICAL ORGANIZATION ISSUER YES FOR N/A
DONATIONS AND INCUR EU POLITICAL EXPENDITURE UP TO GBP
100,000
PROPOSAL #16.: APPROVE AND ADOPT THE RULES OF THE HBOS ISSUER YES FOR N/A
PLC EXTENDED SHORT TERM INCENTIVE PLAN
PROPOSAL #S.17: AMEND ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
REGARDING RIGHTS OF PREFERENCE SHARES, BOARD
COMPOSITION, DIVIDEND PAYMENTS AND THE DIRECTORS
IDEMNITIES
PROPOSAL #S.18: AMEND THE MEMORANDUM OF ASSOCIATION ISSUER YES FOR N/A
PROPOSAL #S.19: APPROVE FURTHER AMENDMENTS TO THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION REGARDING PREFERENCE SHARES
------------------------------------------------------------------------------------
ISSUER: HITACHI,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
APPROVE REVISIONS RELATED TO THE NEW COMMERCIAL CODE
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 AGAINST 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
------------------------------------------------------------------------------------
ISSUER: HON HAI PRECISION IND LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/14/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #a.1: RECEIVE THE 2005 BUSINESS OPERATIONS ISSUER YES FOR N/A
PROPOSAL #A.2: RECEIVE THE 2005 AUDITED REPORTS ISSUER YES FOR N/A
PROPOSAL #A.3: APPROVE THE INDIRECT INVESTMENT IN ISSUER YES FOR N/A
PEOPLE'S REPUBLIC OF CHINA
PROPOSAL #A.4: OTHER PRESENTATIONS ISSUER YES AGAINST N/A
PROPOSAL #B.1.1: APPROVE THE 2005 FINANCIAL STATEMENTS ISSUER YES FOR N/A
PROPOSAL #B.1.2: APPROVE THE 2005 PROFIT DISTRIBUTION; ISSUER YES FOR N/A
CASH DIVIDEND: TWD 3 PER SHARE
PROPOSAL #B.1.3: APPROVE THE ISSUANCE OF NEW SHARES ISSUER YES FOR N/A
FROM RETAINED EARNINGS; STOCK DIVIDEND: 200 FOR 1,000
SHARES HELD
PROPOSAL #B.1.4: APPROVE THE CAPITAL INJECTION TO ISSUER YES FOR N/A
ISSUE GLOBAL DEPOSITARY RECEIPT
PROPOSAL #B.2.1: APPROVE TO REVISE THE PROCEDURES OF ISSUER YES AGAINST N/A
ENDORSEMENTS AND GUARANTEES
PROPOSAL #B.2.2: APPROVE TO REVISE THE PROCEDURES OF ISSUER YES AGAINST N/A
FUNDS LENDING TO THIRD PARTIES
PROPOSAL #B.2.3: AMEND THE ARTICLES OF INCORPORATION ISSUER YES AGAINST N/A
PROPOSAL #B.3: OTHER PROPOSALS AND EXTRAORDINARY ISSUER YES AGAINST N/A
MOTIONS
------------------------------------------------------------------------------------
ISSUER: HONAM PETROCHEMICAL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE 30TH FINANCIAL STATEMENT, ISSUER YES FOR N/A
THE BALANCE SHEET, THE INCOME STATEMENTAND THE
DISPOSITION OF RETAINED EARNING FOR THE YEAR 2005
SCHEDULED CASH DIVIDEND: KRW 1000 PER ORDINARY SHARE
PROPOSAL #2.: ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE THE REMUNERATION CEILING FOR THE ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #4.: AMEND THE RETIREMENT BENEFIT PLAN FOR ISSUER YES FOR N/A
THE DIRECTORS
------------------------------------------------------------------------------------
ISSUER: HSBC HOLDINGS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE 2005 RESULTS AND OTHER ISSUER YES ABSTAIN N/A
MATTERS OF INTEREST
------------------------------------------------------------------------------------
ISSUER: HSBC HOLDINGS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL ACCOUNTS AND REPORTS ISSUER YES FOR N/A
OF THE DIRECTORS AND OF THE AUDITOR FOR THE YE 31 DEC
2005
PROPOSAL #2.: APPROVE THE DIRECTOR'S REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 DEC 2005
PROPOSAL #3.a: RE-ELECT MR. BORONESS DUNN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.b: RE-ELECT MR. M.F. GEOGHEGAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.c: RE-ELECT MR. S.K. GREEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.d: RE-ELECT SIR. MARK MOODY-STUART AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.e: RE-ELECT MR. S.M. ROBERTSON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.f: RE-ELECT MR. H.SOHMEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.g: RE-ELECT SIR. BRIAN WILLIAMSON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #4.: RE-APPOINT KPMG AUDIT PLC, AS THE ISSUER YES FOR N/A
AUDITOR AT REMUNERATION TO BE DETERMINED BY THE GROUP
AUDIT COMMITTEE
PROPOSAL #5.: AUTHORIZE THE DIRECTORS, PURSUANT TO AND ISSUER YES FOR N/A
FOR THE PURPOSES OF SECTION 80 OF THE COMPANIES ACT
1985, TO ALLOT RELEVANT SECURITIES SECTION 80 UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 100,000 AND EUR
100,000 IN EACH SUCH CASE IN THE FORM OF 100,000,000
NON-CUMULATIVE PREFERENCE SHARES AND USD USD85,500
IN THE FORM OF 8,550,000 NON-CUMULATIVE PREFERENCE
SHARES AND USD1,137,200,000 IN THE FORM OF ORDINARY
SHARES OF USD 0.50 EACH ORDINARY SHARES PROVIDED
THAT THIS AUTHORITY SHALL BE LIMITED SO THAT,
OTHERWISE THAN PURSUANT TO: A) A RIGHTS ISSUE OR OTHER
ISSUE THE SUBJECT OF AN OFFER OR INVITATION, OPEN FOR
ACCEPTANCE FOR A PERIOD FIXED BY THE DIRECTORS, TO:
I) ORDINARY SHAREHOLDERS WHERE THE RELEVANT SECURITIES
RESPECTIVELY ATTRIBUTABLE TO THE INTERESTS OF ALL
ORDINARY SHAREHOLDERS ARE PROPORTIONATE (OR AS NEARLY
AS MAY BE) TO THE RESPECTIVE NUMBER OF ORDINARY SHARES
HELD BY THEM; AND II) HOLDERS OF SECURITIES, BONDS,
DEBENTURES OR WARRANTS WHICH, IN ACCORDANCE WITH THE
RIGHTS ATTACHING THERETO, ARE ENTITLED TO PARTICIPATE
IN SUCH A RIGHTS ISSUE OR OTHER ISSUE, BUT SUBJECT TO
SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS
MAY DEEM NECESSARY OR EXPEDIENT IN RELATION TO
FRACTIONAL ENTITLEMENTS OR SECURITIES REPRESENTED BY
DEPOSITARY RECEIPTS OR HAVING REGARD TO ANY
RESTRICTIONS, OBLIGATIONS OR LEGAL PROBLEMS UNDER THE
LAWS OF OR THE REQUIREMENTS OF ANY REGULATORY BODY OR
STOCK EXCHANGE IN ANY TERRITORY OR OTHERWISE
HOWSOEVER; OR B) THE TERMS OF ANY SHARE PLAN FOR
EMPLOYEES OF THE COMPANY OR ANY OF ITS SUBSIDIARY
UNDERTAKINGS; OR C) ANY SCRIP DIVIDEND SCHEME OR
SIMILAR ARRANGEMENTS IMPLEMENTED IN ACCORDANCE WITH
THE ARTICLES OF ASSOCIATION OF THE COMPANY; OR D) THE
ALLOTMENT OF UP TO 10,000,000 NON-CUMULATIVE
PREFERENCE SHARES OF GBP 0.01 EACH, 8,550,000 NON-
CUMULATIVE PREFERENCE SHARES OF USD 0.01 EACH AND
10,000,000 NON-CUMULATIVE PREFERENCE SHARES OF EUR
0.01 EACH IN THE CAPITAL OF THE COMPANY, THE NOMINAL
AMOUNT OF RELEVANT SECURITIES TO BE ALLOTTED BY THE
DIRECTORS PURSUANT TO THIS AUTHORITY WHOLLY FOR CASH
SHALL NOT IN AGGREGATE, TOGETHER WITH ANY ALLOTMENT OF
OTHER EQUITY SECURITIES AUTHORIZED BY SUB-PARAGRAPH
B) OF RESOLUTION 6, EXCEED USD 284,300,000 BEING
EQUAL TO APPROXIMATELY 5 % OF THE NOMINAL AMOUNT OF
ORDINARY SHARES OF THE COMPANY IN ISSUE ; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY IN
2007 ; 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
PROPOSAL #s.6: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95 OF THE COMPANIES ACT 1985 THE ACT : A)
SUBJECT TO THE PASSING OF RESOLUTION 5, TO ALLOT
EQUITY SECURITIES SECTION 94 OF THE COMPANIES ACT
1985 ; AND B) TO ALLOT ANY OTHER EQUITY SECURITIES
SECTION 94 OF THE COMPANIES ACT 1985 WHICH ARE HELD
BY THE COMPANY IN TREASURY, DIS-APPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) ; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY IN
2007 ; 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
PROPOSAL #7.: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163 OF THE COMPANIES ACT 1985 OF
UP TO 1,137,200,000 ORDINARY SHARES OF USD 0.50 EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF
USD 0.50 AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS OR 105% OF THE AVERAGE OF THE CLOSING
PRICES OF ORDINARY SHARES ON THE STOCK EXCHANGE OF
HONG KONG LIMITED, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2007 ; THE COMPANY, BEFORE THE EXPIRY, MAY
MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
PROPOSAL #8.: AUTHORIZE EACH OF THE NON-EXECUTIVE ISSUER YES FOR N/A
DIRECTOR OTHER THAN ALTERNATE DIRECTOR , PURSUANT TO
ARTICLE 104.1 OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY WITH EFFECT FROM 01 JAN 2006, TO RECEIVE GBP
65,000 PER ANNUM BY WAY OF FEES FOR THEIR SERVICES AS
A DIRECTOR AND NO SUCH FEE SHALL BE PAYABLE TO ANY
EXECUTIVE DIRECTOR
------------------------------------------------------------------------------------
ISSUER: HUSKY ENERGY INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. VICTOR T.K. LI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: ELECT MR. CANNING K.N. FOK AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: ELECT MR. R. DONALD FULLERTON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.4: ELECT MR. MARTIN J.G. GLYNN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.5: ELECT MR. TERENCE C.Y. HUI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT MR. BRENT D. KINNEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT MR. HOLGER KLUGE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MR. POH CHAN KOH AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: ELECT MR. EVA L. KWOK AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. STANLEY T.L. KWOK AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.11: ELECT MR. JOHN C.S. LAU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.12: ELECT MR. WAYNE E. SHAW AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.13: ELECT MR. WILLIAM SHURNIAK AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.14: ELECT MR. FRANK J. SIXT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT KPMG LLP AS THE AUDITORS OF THE ISSUER YES FOR N/A
CORPORATION
PROPOSAL #3.: AMEND THE CORPORATION'S BY-LAW NO.1 AS ISSUER YES FOR N/A
SPECIFIED
------------------------------------------------------------------------------------
ISSUER: HUTCHISON WHAMPOA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/18/2006 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 REPORTS OF THE DIRECTORS AND
AUDITORS FOR THE YE 31 DEC 2005
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT MR. CHOW WOO MO FONG, SUSAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.2: ELECT MR. LAI KAI MING, DOMINIC AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.3: ELECT MR. SIMON MURRAY AS A DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #3.4: ELECT MR. OR CHING FAI, RAYMOND AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.5: ELECT MR. WILLIAM SHURNIAK 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.O1: AUTHORIZE THE DIRECTORS TO ISSUE AND ISSUER YES AGAINST N/A
DISPOSE OF ADDITIONAL ORDINARY SHARES OF THE COMPANY
NOT EXCEEDING 20% OF THE EXISTING ISSUED ORDINARY
SHARE CAPITAL OF THE COMPANY
PROPOSAL #5.O2: AUTHORIZE THE DIRECTORS OF THE ISSUER YES FOR N/A
COMPANY, 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.O3: AUTHORIZE THE DIRECTORS TO ISSUE AND ISSUER YES FOR N/A
DISPOSE OF ADDITIONAL ORDINARY SHARES PURSUANT TO
RESOLUTION 5.1, 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
PROPOSAL #5.O4: APPROVE THE RULES OF THE SHARE OPTION ISSUER YES FOR N/A
SCHEME OF HUTCHISON CHINA MEDITECH LIMITED HCML, A
WHOLLY OWNED SUBSIDIARY OF THE COMPANY THE HCML
SHARE OPTION SCHEME AND THE GRANTING OF OPTIONS
REPRESENTING APPROXIMATELY 1.5% OF THE SHARES OF HCML
IN ISSUE AS AT THE DATE OF LISTING OF HCML TO MR.
CHRISTIAN HOGG DIRECTOR OF HCML ; AND AUTHORIZE THE
DIRECTORS OF THE COMPANY, ACTING TOGETHER,
INDIVIDUALLY OR BY COMMITTEE, TO APPROVE ANY
AMENDMENTS TO THE RULES OF THE HCML 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 HCML 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 MOBIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/10/2006 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 FOR THE YEAR 2005
PROPOSAL #2.: ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #3.: ELECT THE EXTERNAL DIRECTORS TO BE THE ISSUER YES FOR N/A
MEMBERS OF THE AUDIT COMMITTEE
PROPOSAL #4.: APPROVE THE REMUNERATION LIMIT FOR THE ISSUER YES FOR N/A
DIRECTORS
------------------------------------------------------------------------------------
ISSUER: HYUNDAI MTR CO
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/10/2006 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 EARNINGS
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.: ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #4.: ELECT THE EXTERNAL DIRECTORS AS MEMBERS ISSUER YES FOR N/A
OF THE AUDIT COMMITTEE
PROPOSAL #5.: APPROVE THE LIMIT OF REMUNERATION FOR ISSUER YES FOR N/A
THE DIRECTORS
------------------------------------------------------------------------------------
ISSUER: ICAP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS FOR THE ISSUER YES FOR N/A
YE 31 MAR 2005, TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 6.4 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE , PAYABLE TO THE SHAREHOLDERS ON
THE REGISTER AT 29 JUL 2005
PROPOSAL #3.: RE-ELECT MR. CHARLES GREGSON AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #4.: RE-ELECT MR. STEPHEN MCDERMOTT AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #5.: RE-ELECT MR. WILLIAM NABARRO AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. JIM PETTIGREW AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #7.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS OF THE COMPANY
PROPOSAL #9.: APPROVE THE REMUNERATION COMMITTEE REPORT ISSUER YES FOR N/A
PROPOSAL #10.: AUTHORIZE THE DIRECTORS, FOR THE ISSUER YES FOR N/A
PURPOSES OF SECTION 80 OF THE COMPANIES ACT 1985 AND
IN ACCORDANCE WITH ARTICLE 9.2 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, TO EXERCISE ALL POWERS OF THE
COMPANY TO ALLOT RELEVANT SECURITIES WITHIN THE
MEANING OF SECTION 80(2) OF THE SAID ACT UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 20,184,335; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM FOR 2006 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.11: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
WITH ARTICLE 9.3 OF THE COMPANY'S ARTICLES OF
ASSOCIATION AND PURSUANT TO SECTION 95(1) OF THE ACT,
A) SUBJECT TO THE PASSING OF RESOLUTION 10, TO ALLOT
EQUITY SECURITIES AS DEFINED IN SECTION 94(2) OF THE
COMPANIES ACT 1985 FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 10, 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 OR ANY
OTHER PRE-EMPTIVE OFFER IN FAVOR OF ORDINARY
SHAREHOLDERS; AND II) UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 3,027,532; B) TO SELL RELEVANT SHARES
AS DEFINED IN SECTION 94(5) OF THE SAID ACT IN THE
COMPANY IF, IMMEDIATELY BEFORE THE SALE, SUCH SHARES
ARE HELD BY THE COMPANY AS TREASURY SHARES AS DEFINED
IN SECTION 162A(3) OF THE SAID ACT TREASURY SHARES
FOR CASH AS DEFINED IN SECTION 162D(2) OF THE SAID
ACT DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1); AUTHORITY EXPIRES AT THE CONCLUSION OF
THE AGM OF THE COMPANY FOR 2006 OF PASSING OF THIS
RESOLUTION ; AND, AUTHORIZE THE DIRECTORS TO ALLOT
EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR
TO SUCH EXPIRY
PROPOSAL #S.12: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE
MARKET PURCHASES WITHIN THE MEANING OF SECTION 163(3)
OF SUCH ACT OF UP TO 60,553,006 ORDINARY SHARES IN
THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE,
EXCLUSIVE OF EXPENSES, WHICH MAY BE PAID FOR ANY
AMOUNT EQUAL TO THE NOMINAL VALUE OF EACH SHARE AND
UPTO 105% OF THE AVERAGE MARKET VALUE FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DATE OF
PURCHASE; AUTHORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM ; 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 #13.: AUTHORIZE THE DIRECTORS, TO MAKE ISSUER YES FOR N/A
DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 100,000 FOR THE GROUP; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY TO BE HELD IN 2006
PROPOSAL #14.: AUTHORIZE GARBAN-INTERCAPITAL ISSUER YES FOR N/A
MANAGEMENT SERVICES AND ITS DIRECTORS, TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 100,000 FOR THE GROUP; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY TO BE HELD IN 2006
PROPOSAL #S.15: AMEND ARTICLE 164 OF THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION
------------------------------------------------------------------------------------
ISSUER: INDUSTRIAL BK KOREA
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/24/2006 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
OFUNAPPROPRIATED RETAINED EARNINGS FOR THE YEAR 2005
PROPOSAL #2.: APPROVE THE PARTIAL AMENDMENTS TO ISSUER YES FOR N/A
ARTICLES OF INCORPORATION
PROPOSAL #3.: APPROVE THE REMUNERATION LIMIT FOR THE ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #4.: APPROVE THE REMUNERATION LIMIT FOR THE ISSUER YES FOR N/A
AUDITORS
------------------------------------------------------------------------------------
ISSUER: ING GROEP N V
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING REMARKS AND ANNOUNCEMENTS; ISSUER NO N/A N/A
APPROVAL OF THE LIVE WEBCASTING OF THIS PRESENT
MEETING AND SUBSEQUENT SHAREHOLDERS MEETINGS
PROPOSAL #2.A: REPORTS OF THE EXECUTIVE BOARD AND THE ISSUER NO N/A N/A
SUPERVISORY BOARD FOR 2005
PROPOSAL #2.B: PROFIT RETENTION AND DISTRIBUTION POLICY ISSUER NO N/A N/A
PROPOSAL #3.A: ANNUAL ACCOUNTS FOR 2005 ISSUER NO N/A N/A
PROPOSAL #3.B: DIVIDEND FOR 2005 ISSUER NO N/A N/A
PROPOSAL #4.A: DISCHARGE OF THE EXECUTIVE BOARD IN ISSUER NO N/A N/A
RESPECT OF THE DUTIES PERFORMED DURING THE YEAR 2005
PROPOSAL #4.B: DISCHARGE OF THE SUPERVISORY BOARD IN ISSUER NO N/A N/A
RESPECT OF THE DUTIES PERFORMED DURING THE YEAR 2005
PROPOSAL #5.: CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #6.A: APPOINTMENT OF MR. DICK HARRYVAN ISSUER NO N/A N/A
PROPOSAL #6.B: APPOINTMENT OF MR. TOM MCHIERNEY ISSUER NO N/A N/A
PROPOSAL #6.C: APPOINTMENT OF MR. HANS VAN DER NOORDAA ISSUER NO N/A N/A
PROPOSAL #6.D: APPOINTMENT OF MR. JACQUES DE VAUCLEROY ISSUER NO N/A N/A
PROPOSAL #7.A: REAPPOINTMENT OF MR. COR HERKSTROTER ISSUER NO N/A N/A
PROPOSAL #7.B: REAPPOINTMENT OF MR. KAREL VUURSTEEN ISSUER NO N/A N/A
PROPOSAL #7.C: APPOINTMENT OF MR. PIET KLAVER ISSUER NO N/A N/A
PROPOSAL #8.: MAXIMUM NUMBER OF STOCK OPTIONS AND ISSUER NO N/A N/A
PERFORMANCE SHARES TO BE GRANTED TO MEMBERS OF THE
EXECUTIVE BOARD FOR 2005
PROPOSAL #9.: AMENDMENT OF THE PENSION SCHEME IN THE ISSUER NO N/A N/A
EXECUTIVE BOARD REMUNERATION POLICY
PROPOSAL #10.: REMUNERATION SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #11.A: AUTHORIZATION TO ISSUE ORDINARY SHARES ISSUER NO N/A N/A
WITH OR WITHOUT PREFERENTIAL RIGHTS
PROPOSAL #11.B: AUTHORIZATION TO ISSUE PREFERENCE B ISSUER NO N/A N/A
SHARES WITH OR WITHOUT PREFERENTIAL RIGHTS
PROPOSAL #12.A: AUTHORIZATION TO ACQUIRE ORDINARY ISSUER NO N/A N/A
SHARES OR DEPOSITARY RECEIPTS FOR ORDINARY SHARES IN
THE COMPANY'S OWN CAPITAL
PROPOSAL #12.B: AUTHORIZATION TO ACQUIRE 24,051,039 ISSUER NO N/A N/A
DEPOSITARY RECEIPTS FOR PREFERENCE A SHARES IN THE
COMPANY'S OWN CAPITAL
PROPOSAL #12.C: AUTHORIZATION TO ACQUIRE PREFERENCE A ISSUER NO N/A N/A
SHARES OR DEPOSITARY RECEIPTS FOR PREFERENCE A SHARES
IN THE COMPANY'S OWN CAPITAL
PROPOSAL #13.: CANCELLATION OF PREFERENCE A SHARES ISSUER NO N/A N/A
(DEPOSITARY RECEIPTS OF) WHICH ARE HELD BY ING GROEP
N.V.
PROPOSAL #14.A: APPROVAL OF THE ENGLISH LANGUAGE AS ISSUER NO N/A N/A
THE OFFICIAL LANGUAGE OF THE ANNUAL REPORT WITH EFFECT
FROM THE 2006 REPORT
PROPOSAL #14.B: APPROVAL OF THE USE OF THE ENGLISH ISSUER NO N/A N/A
LANGUAGE AS THE OFFICIAL LANGUAGE AS OF THE 2007
SHAREHOLDERS MEETING
PROPOSAL #15.: ANY OTHER BUSINESS AND CONCLUSION ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: INI STEEL COMPANY
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/10/2006 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.: APPROVE THE PARTIAL AMENDMENT TO ISSUER YES FOR N/A
ARTICLES OF INCORPORATION
PROPOSAL #3.: ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #4.: ELECT THE MEMBER OF AUDITORS COMMITTEE, ISSUER YES FOR N/A
WHO ARE OUTSIDE DIRECTORS
PROPOSAL #5.: APPROVE THE REMUNERATION LIMIT FOR THE ISSUER YES FOR N/A
DIRECTORS
------------------------------------------------------------------------------------
ISSUER: INTERCONTINENTAL HOTELS GROUP PLC NEW
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORIZE THE DIRECTORS OR A COMMITTEE ISSUER YES ABSTAIN N/A
OF THE DIRECTORS , THAT THE TRANSACTION ON THE TERMS
AS SPECIFIED IN THE AGREEMENT AS SPECIFIED , TO
WAIVE, AMEND, VARY OR EXTEND ANY OF THE TERMS OF THE
AGREEMENT PROVIDED THAT ANY SUCH WAIVERS, AMENDMENTS,
VARIATIONS OR EXTENSIONS ARE NOT OF A MATERIAL NATURE
AND TO DO ALL THINGS AS THEY MAY CONSIDER TO BE
NECESSARY OR DESIRABLE TO IMPLEMENT AND GIVE EFFECT
TO, OR OTHERWISE IN CONNECTION WITH, THE TRANSACTION
AND ANY MATTERS INCIDENTAL TO THE TRANSACTION
------------------------------------------------------------------------------------
ISSUER: INTERCONTINENTAL HOTELS GROUP PLC NEW
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/7/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE DISPOSAL OF BRITVIC PLC AND ISSUER YES FOR N/A
ITS SUBSIDIARIES (BRITVIC) BY WAY OF AN OFFERING TO
INSTITUTIONAL INVESTORS (THE OFFER) OF THE WHOLE OR
PART OF EXISTING ISSUED SHARE OF BRITVIC TO BE HELD BY
SIX CONTINENTS INVESTMENTS LIMITED, A WHOLLY-OWNED
SUBSIDIARY OF INTERCONTINENTAL HOTELS GROUP PLC (THE
COMPANY), AND AUTHORIZE THE DIRECTORS OF THE COMPANY
TO MAKE ANY NON-MATERIAL AMENDMENT, VARIATION, WAIVER
OR EXTENSION TO THE TERMS OF THE OFFER, INCLUDING ANY
AMENDMENT OR VARIATION TO SUCH NUMBER OF SHARES AS
SHALL BE SOLD PURSUANT TO THE OFFER AND ARE HEREBY
AUTHORIZED TO MAKE ANY AMENDMENT OR VARIATION TO THE
OFFERING PRICE PER SHARE IN THE CAPITAL OF BRITVIC
WHICH THE DIRECTORS CONSIDER REASONABLE AND IN THE
BEST INTERESTS OF THE SHAREHOLDERS AS A WHOLE, AND ARE
HEREBY AUTHORIZED TO DO ALL SUCH OTHER THINGS AS THEY
MAY CONSIDER NECESSARY OR DESIRABLE IN CONNECTION
WITH THE OFFER PROVIDED THAT SUCH OTHER THINGS HAVE NO
MATERIAL IMPACT TO THE TERMS OF THE OFFER OTHER THAN
THE OFFERING PRICE PER SHARE IN THE CAPITAL OF BRITVIC
------------------------------------------------------------------------------------
ISSUER: INTERCONTINENTAL HOTELS GROUP PLC, WINDSOR
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/1/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE COMPANY'S FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE YE 31 DEC 2005, TOGETHER WITH THE
REPORTS OF THE DIRECTORS AND AUDITORS
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 DEC 2005
PROPOSAL #3.: APPROVE TO DECLARE A FINAL DIVIDEND OF ISSUER YES FOR N/A
10.7 PENCE PER ORDINARY SHARE
PROPOSAL #4.1: ELECT MS. JENNIFER LAING AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.2: ELECT MR. JONATHAN LINEN AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.3: RE-ELECT MR. ROBERT C. LARSON AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #4.4: RE-ELECT MR. STEVAN PORTER 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 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 ISSUER YES FOR N/A
BOARD TO AGREE THE AUDITORS REMUNERATION
PROPOSAL #7.: AUTHORIZE THE COMPANY, FOR THE PURPOSES ISSUER YES FOR N/A
OF PART XA OF THE COMPANIES ACT 1985, TO BECOME A
SUBSIDIARY OF THE COMPANY DURING THE PERIOD TO WHICH
THE RESOLUTION RELATES I TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATIONS; OR II INCUR EU POLITICAL
EXPENDITURE IN AN AGGREGATE AMOUNT NOT EXCEEDING GBP
100,000 DURING THE ENDING ON THE DATE OF THE AGM IN
2007; FOR THE PURPOSE OF THIS RESOLUTION DONATIONS
EU POLITICAL ORGANIZATIONS AND EU POLITICAL
EXPENDITURE HAVE THE MEANINGS ASCRIBED TO THEM IN PART
XA OF THE COMPANIES ACT 1985 AS AMENDED BY THE
POLITICAL PARTIES, ELECTIONS AND REFERENDUMS ACT 2000
PROPOSAL #8.: APPROVE THAT THE AUTHORITY CONFERRED ON ISSUER YES FOR N/A
THE DIRECTORS BY PARAGRAPH 13.2 OF ARTICLE 13 OF THE
COMPANY'S ARTICLES OF ASSOCIATION TO ALLOT RELEVANT
SECURITIES BY RENEWED FOR THE PERIOD ENDING ON THE
DATE OF THE AGM IN 2007 OR 01 SEP 2007, WHICHEVER IS
THE EARLIER, AND FOR SUCH PERIOD THE SECTION 80 AMOUNT
SHALL BE GBP 13,840,591
PROPOSAL #S.9: APPROVE THAT THE POWER CONFERRED ON THE ISSUER YES FOR N/A
DIRECTORS BY PARAGRAPH 13.3 OF ARTICLE 13 OF THE
COMPANY'S ARTICLES OF ASSOCIATION BE RENEWED FOR THE
PERIOD ENDING ON THE DATE OF THE AGM IN 2007 OR 01 SEP
2007, WHICHEVER IS THE EARLIER, AND FOR SUCH PERIOD
THE SECTION 80 AMOUNT SHALL BE GBP 2,076,089
PROPOSAL #S.10: AUTHORIZE THE COMPANY, SUBJECT TO AND ISSUER YES FOR N/A
IN ACCORDANCE WITH ARTICLE 10 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, FOR THE PURPOSE OF SECTION
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF UP TO
62,241,139 MILLION ORDINARY SHARES 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; THE HIGHER OF THE PRICE OF THE LAST
INDEPENDENT TRADE AND THE HIGHEST CURRENT BID AS
STIPULATED BY ARTICLE 5(1) OF COMMISSION REGULATION
EC 22 DEC 2003 IMPLEMENTING THE MARKET ABUSE
DIRECTIVE AS REGARDS EXEMPTIONS FOR BUYBACK PROGRAMMES
AND STABILIZATION OF FINANCIAL INSTRUMENTS NO
2273/2003 ; AND AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM IN 2007 OR 01 SEP 2007, WHICHEVER IS
EARLIER EXPECT IN RELATION TO THE PURCHASE OF
ORDINARY SHARES THE CONTRACT FOR WHICH WAS CONCLUDED
BEFORE SUCH DATE AND WHICH IS EXECUTED WHOLLY OR
PARTLY AFTER SUCH DATE , OF THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY OR 31 OCT 2003 ; 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, WINDSOR
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/1/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE SUB-DIVISION OF ALL ORDINARY ISSUER YES FOR N/A
SHARES OF 10P EACH INTO NEW ORDINARY SHARES OF 1 3/7P
EACH AND CONSOLIDATION OF UNISSUED INTERMEDIATE
SHARES INTO NEW ORDINARY SHARES OF 11 3/7P EACH AND
ISSUED INTERMEDIATE SHARES INTO NEW ORDINARY SHARES OF
11 3/7P EACH
PROPOSAL #S.2: GRANT AUTHORITY, PURSUANT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 1, TO MARKET PURCHASE 55,450,721
NEW ORDINARY SHARES
------------------------------------------------------------------------------------
ISSUER: INTERNATIONAL POWER PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS FOR THE YE 31 DEC ISSUER YES FOR N/A
2005 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. BRUCE LEVY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.: RE-APPOINT MR. MARK WILLIAMSON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #4.: RE-APPOINT MR. TONY ISAAC AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: DECLARE A FINAL DIVIDEND OF 4.5P PER ISSUER YES FOR N/A
ORDINARY SHARE IN RESPECT OF THE FYE 31 DEC 2005
PROPOSAL #6.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT AGM AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO SET
THEIR REMUNERATION
PROPOSAL #7.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE FYE 31 DEC 2005
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 245,947,373;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE AGM OF THE COMPANY TO BE HELD IN 2007 OR 17 AUG
2007 ; 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 ISSUER YES FOR N/A
SUBSTITUTION FOR ANY EXISTING AUTHORITY, SUBJECT TO
THE PASSING OF RESOLUTION 8 AND PURSUANT TO SECTION
95(1) OF THE ACT, TO ALLOT EQUITY SECURITIES SECTION
94 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: I) IN
CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF THE HOLDERS
OF ORDINARY SHAREHOLDERS; II) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 36,892,106; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY TO BE HELD IN 2007 OR 17 AUG 2007 ; 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 147,568,424 ORDINARY SHARES 10% OF THE ISSUED
SHARE CAPITAL AS AT 06 MAR 2006 AT A MINIMUM PRICE OF
50P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR AN INTERNATIONAL POWER ORDINARY SHARE
AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY TO BE HELD IN 2007 OR 17 AUG 2007
; 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
PROPOSAL #S.11: AMEND THE ARTICLES OF ASSOCIATION BY ISSUER YES FOR N/A
THE DELETION OF ARTICLE 153 AND THE INSERTION OF A NEW
ARTICLE 153 AS PRESCRIBED
PROPOSAL #12.: AMEND RULE 2.7 OF THE INTERNATIONAL ISSUER YES FOR N/A
POWER PLC 2002 PERFORMANCE SHARE PLAN
------------------------------------------------------------------------------------
ISSUER: ITOCHU CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND JPY5, DIRECTORS
BONUSES JPY 115,000,000
PROPOSAL #2: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
EXPAND BUSINESS LINES, SHORTEN DIRECTORTERM TO ONE
YEAR, DELETE ITEM REGARDING TERM OF SUBSTITUTE
CORPORATE AUDITOR, APPROVE REVISIONS RELATED TO THE
NEW COMMERCIAL CODE (PLEASE REFER TO THE ATTACHED
PDF FILES.)
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.14: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #5: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
DIRECTORS
------------------------------------------------------------------------------------
ISSUER: J.SAINSBURY PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE AUDITED ACCOUNTS ISSUER YES FOR N/A
FOR 52 WEEKS TO 26 MAR 2005, TOGETHER WITH THE REPORTS
OF THE DIRECTORS AND THE AUDITORS
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR 52 ISSUER YES FOR N/A
WEEKS TO 26 MAR 2005
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 5.65 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE
PROPOSAL #4.: ELECT MR. PHILIP HAMPTON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: ELECT MR. GARY HUGHES AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: ELECT MR. BOB STACK AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. BRIDGET MACKASKILL AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #8.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS
PROPOSAL #9.: AUTHORIZE THE AUDIT COMMITTEE TO AGREE ISSUER YES FOR N/A
TO THE AUDITORS REMUNERATION
PROPOSAL #10.: APPROVE THE J SAINSBURY PLC SHARE PLAN ISSUER YES FOR N/A
2005
PROPOSAL #11.: AUTHORIZE J SAINSBURY PLC, FOR THE ISSUER YES FOR N/A
PURPOSES OF SECTION 347A OF THE COMPANIES ACT 1985, TO
MAKE DONATIONS TO EU POLITICAL ORGANIZATION NOT
EXCEEDING GBP 50,000 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 12 JUL 2006
PROPOSAL #12.: AUTHORIZE SAINSBURY'S SUPERMARKETS ISSUER YES FOR N/A
LIMITED, FOR THE PURPOSES OF SECTION 347A OF THE
COMPANIES ACT 1985, TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATION NOT EXCEEDING GBP 25,000 AND TO INCUR EU
POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE AMOUNT
OF GBP 25,000; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM OR 12 JUL 2006
PROPOSAL #13.: AUTHORIZE SAINSBURY'S BANK PLC, BEING ISSUER YES FOR N/A
55% OWNED BY THE COMPANY, FOR THE PURPOSES OF SECTION
347A OF THE COMPANIES ACT 1985, TO MAKE DONATIONS TO
EU POLITICAL ORGANIZATION NOT EXCEEDING GBP 25,000 AND
TO INCUR EU POLITICAL EXPENDITURE UP TO A MAXIMUM
AGGREGATE AMOUNT OF GBP 25,000; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM OR 12 JUL 2006
PROPOSAL #14.: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR N/A
SUBSTITUTION 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 162,120,000 BEING APPROXIMATELY
ONE THIRD OF THE ISSUED SHARE CAPITAL ; 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
PROPOSAL #S.15: APPROVE, SUBJECT TO THE RESOLUTION 14 ISSUER YES FOR N/A
BEING PASSED BY THE MEETING AND SUBJECT TO THE
VARIATION CONTAINED IN THIS RESOLUTION, TO RENEW THE
POWER CONFERRED BY THE ARTICLE 9C OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY BEING THE POWER TO ALLOT
EQUITY SECURITIES PURSUANT TO THE AUTHORITY CONTAINED
IN ARTICLES 9A DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS , FOR A PERIOD ENDING ON THE DATE OF THE AGM IN
2010 OR 12 JUL 2010 AND FOR A AGGREGATE NOMINAL
AMOUNT OF GBP 24,318,000 BEING APPROXIMATELY 5% OF
THE ISSUED SHARE CAPITAL OF THE COMPANY
PROPOSAL #S.16: 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 170,226,000
ORDINARY SHARES OF 28 4/7 PENCE EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 28 4/7 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.17: AMEND THE MEMORANDUM AND THE ARTICLES ISSUER YES FOR N/A
OF ASSOCIATION: INDEMNIFICATION OF THE DIRECTORS
------------------------------------------------------------------------------------
ISSUER: JAPAN TOBACCO INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND JPY 9,000, CORPORATE
OFFICERS BONUSES JPY 119,000,000 (INCLUDING JPY
20,800,000 TO THE CORPORATE AUDITORS)
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
ALLOW USE OF ELECTRONIC SYSTEMS FOR PUBLIC
NOTIFICATIONS, APPROVE REVISIONS RELATED TO THE NEW
COMMERCIAL CODE
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 #3.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE PROVISION OF RETIREMENT ISSUER YES FOR N/A
ALLOWANCE FOR DIRECTORS
------------------------------------------------------------------------------------
ISSUER: JFE HOLDINGS,INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND JPY 100, DIRECTORS
BONUSES JPY 110,800,000, CORPORATE AUDITORS BONUSES
JPY 29,350,000
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
APPROVE REVISIONS RELATED TO THE NEW COMMERCIAL CODE
PROPOSAL #3.: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: JOHNSON ELEC HLDGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE AUDITED ISSUER YES FOR N/A
CONSOLIDATED ACCOUNTS AND THE REPORTS OF THE DIRECTORS
AND OF THE AUDITORS FOR THE YE 31 MAR 2005
PROPOSAL #2.: DECLARE A FINAL DIVIDEND IN RESPECT OF ISSUER YES FOR N/A
THE YE 31 MAR 2005
PROPOSAL #3.a: RE-ELECT MS. WANG KOO YIK CHUN AS A ISSUER YES AGAINST N/A
NON-EXECUTIVE DIRECTOR
PROPOSAL #3.b: RE-ELECT MR. ARKADI KUHLMANN AS A ISSUER YES FOR N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL #3.c: RE-ELECT MR. OSCAR DE PAULA BERNARDES ISSUER YES FOR N/A
NETO AS A INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL #3.d: RE-ELECT MRS. LAURA MAY-LUNG CHA AS A ISSUER YES FOR N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL #4.: APPROVE TO CONFIRM THE FEES OF DIRECTORS ISSUER YES FOR N/A
PROPOSAL #5.: RE-APPOINT THE AUDITORS AND AUTHORIZE ISSUER YES FOR N/A
THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #6.: APPROVE TO FIX THE NUMBER OF DIRECTORS ISSUER YES FOR N/A
OF 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 ISSUER YES AGAINST N/A
TO 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 BYE-LAWS OF THE COMPANY OR ANY APPLICABLE
LAW OF BERMUDA
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO PURCHASE ITS ISSUER YES FOR N/A
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 BYE-LAWS OF THE COMPANY OR ANY
APPLICABLE LAW OF BERMUDA
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 8,
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
------------------------------------------------------------------------------------
ISSUER: JOYO BANK LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ALLOW DISCLOSURE OF ISSUER YES FOR N/A
SHAREHOLDER MEETING MATERIALS ON THEINTERNET, ALLOW
USE OF ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS,
APPOINT INDEPENDENT AUDITORS, APPROVE MINOR
REVISIONS RELATED TO THE NEW COMMERCIAL CODE
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR CORPORATE AUDITORS
PROPOSAL #5: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
CORPORATE OFFICERS
------------------------------------------------------------------------------------
ISSUER: JS GROUP CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/22/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR N/A
AND CORPORATE AUDITORS
PROPOSAL #3: AMEND ARTICLES TO: ADOPT REDUCTION OF ISSUER YES AGAINST N/A
LIABILITY SYSTEM FOR OUTSIDE AUDITORS,ALLOW DISCLOSURE
OF SHAREHOLDER MEETING MATERIALS ON THE INTERNET,
APPROVE MINOR REVISIONS RELATED TO THE NEW
COMMERCIAL CODE
PROPOSAL #4.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.1: APPOINT A SUPPLEMENTARY AUDITOR ISSUER YES FOR N/A
PROPOSAL #6: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
------------------------------------------------------------------------------------
ISSUER: KBC GROUPE SA, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: APPROVE TO REVIEW THE COMPANY AND THE ISSUER NO N/A N/A
CONSOLIDATED ANNUAL REPORT OF THE BOARD OF DIRECTORS
OF KBC GROUP NV FOR THE FY 2005
PROPOSAL #A.2: APPROVE TO REVIEW THE STATUTORY ISSUER NO N/A N/A
AUDITORS REPORTS ON THE COMPANY AND THE CONSOLIDATED
ANNUAL ACCOUNTS OF KBC GROUP NV FOR 2005
PROPOSAL #A.3: APPROVE TO REVIEW THE CONSOLIDATED ISSUER NO N/A N/A
ANNUAL ACCOUNTS OF KBC GROUP NV FOR THE FYE 2005
PROPOSAL #A.4: APPROVE THE COMPANY ANNUAL ACCOUNTS OF ISSUER NO N/A N/A
KBC GROUP NV FOR 2005
PROPOSAL #A.5: APPROVE THE APPROPRIATION OF PROFIT OF ISSUER NO N/A N/A
KBC GROUP NV FOR 2005 AND TO PAY A GROSS DIVIDEND OF
EUR 2.51 FOR EACH SHARE, EXCEPT THE 3,500,000
REPURCHASED KBC GROUP NV SHARES WHOSE DIVIDEND
CERTIFICATES WILL BE CANCELLED AT THE MEETING PURSUANT
TO THE ARTICLE 622 OF THE COMPANIES CODE
PROPOSAL #A.6: GRANT DISCHARGE TO THE DIRECTORS OF KBC ISSUER NO N/A N/A
GROUP NV
PROPOSAL #A.7: GRANT DISCHARGE TO THE FORMER DIRECTORS ISSUER NO N/A N/A
OF ALMANIJ NV FOR THE PERFORMANCE OF THEIR MANDATE
FOR THE PERIOD FROM 01 JAN 2005 THROUGH 02 MAR 2005
PROPOSAL #A.8: GRANT DISCHARGE TO THE STATUTORY ISSUER NO N/A N/A
AUDITOR OF KBC GROUP NV
PROPOSAL #A.9: GRANT DISCHARGE TO THE BOARD OF ISSUER NO N/A N/A
AUDITORS OF ALMANIJ NV FOR THE PERFORMANCE OF THEIR
MANDATE FOR THE PERIOD FROM 01 JAN 2005 THROUGH 02 MAR
2005
PROPOSAL #A.10: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER NO N/A N/A
KBC GROUP NV AND THE BOARD OF DIRECTORS OF ITS DIRECT
SUBSIDIARIES TO ACQUIRE AND TAKE IN PLEDGE KBC GROUP
NV SHARES
PROPOSAL #A.11: APPROVE THE SET THE ATTENDANCE FEE FOR ISSUER NO N/A N/A
MEETINGS OF THE BOARD OF DIRECTORS AT 2,500 EUROS PER
MEETING FROM 01 JAN 2005
PROPOSAL #A.12: APPROVE THAT THE KBC GROUP NV ISSUER NO N/A N/A
REGISTERS OF REGISTERED SECURITIES MAY BE KEPT IN
ELECTRONIC FORM
PROPOSAL #A.13: OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #E.1: RECEIVE AND APPROVE THE MERGER PROPOSAL ISSUER NO N/A N/A
OF 01 MAR 2006 REGARDING THE MERGER BETWEEN KBC GROUP
NV AND GEVAERT NV
PROPOSAL #E.2: APPROVE THE MERGER PROPOSAL ISSUER NO N/A N/A
PROPOSAL #E.3: APPROVE THE OPERATION WHEREBY THE ISSUER NO N/A N/A
ACQUIRING COMPANY, KBC GROUP NV TAKES OVER GEVAERT NV,
BY MEANS OF A TRANSACTION EQUIVALENT TO A MERGER BY
ACQUISITION
PROPOSAL #E.4: APPROVE TO CANCEL SHARES AND ISSUER NO N/A N/A
CONSEQUENTLY AMEND ARTICLE 5 OF THE ARTICLES OF
ASSOCIATION
PROPOSAL #E.5: AMEND ARTICLE 27 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION IN RELATION TO A REGISTRATION DATE
PROPOSAL #E.6: GRANT POWERS TO IMPLEMENT CHANGES ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: KDDI CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/15/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND JPY 4,500, CORPORATE
OFFICERS BONUSES JPY 82,800,000 (INCLUDING JPY
12,700,000 TO THE CORPORATE AUDITORS)
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
APPROVE MINOR REVISIONS RELATED TO THE NEW COMMERCIAL
CODE - ALLOW DISCLOSURE OF SHAREHOLDER MEETING
MATERIALS ON THE INTERNET, OMISSION OF BOARD OF
DIRECTORS RESOLUTION
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 #3.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: 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 DECISION OF THE REVISION OF THE ISSUER YES FOR N/A
COMPENSATION USING THE STOCK OPTIONS FOR THE MEMBERS
OF THE BOARD
PROPOSAL #6.: APPROVE DELEGATION OF DECISION-MAKING ON ISSUER YES FOR N/A
ISSUES RELATING TO THE OFFERING OF THE EQUITY
WARRANTS AS STOCK OPTIONS ISSUED TO EMPLOYEES, ETC. TO
THE BOARD OF DIRECTORS
------------------------------------------------------------------------------------
ISSUER: KERRY PROPERTIES LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE APPROVE THE AUDITED ISSUER YES FOR N/A
FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS
AND THE AUDITORS FOR THE YE 31 DEC 2005
PROPOSAL #2.: DECLARE A FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR N/A
DEC 2005
PROPOSAL #3.1: RE-ELECT MR. ANG KENG LAM, A RETIRING ISSUER YES FOR N/A
DIRECTOR, AS A DIRECTOR
PROPOSAL #3.2: RE-ELECT MR. WONG SIU KONG, A RETIRING ISSUER YES FOR N/A
DIRECTOR, AS A DIRECTOR
PROPOSAL #3.3: RE-ELECT MR. HO SHUT KAN, A RETIRING ISSUER YES FOR N/A
DIRECTOR, AS A DIRECTOR
PROPOSAL #3.4: RE-ELECT MR. TSE KAI CHI, A RETIRING ISSUER YES FOR N/A
DIRECTOR, AS A DIRECTOR
PROPOSAL #4.: APPROVE TO FIX THE DIRECTORS FEES ISSUER YES FOR N/A
PROPOSAL #5.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE DIRECTORS OF THE COMPANY
TO FIX THEIR REMUNERATION
PROPOSAL #6.A: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES AGAINST N/A
IN SUBSTITUTION OF ALL PREVIOUS AUTHORITIES, TO
ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES IN THE
SHARE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS, OPTIONS AND OTHER RIGHTS, OR ISSUE
WARRANTS AND OTHER SECURITIES INCLUDING BONDS,
DEBENTURES AND NOTES CONVERTIBLE INTO SHARES OF THE
COMPANY DURING AND AFTER THE RELEVANT PERIOD, A) NOT
EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE
ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF
PASSING OF THIS RESOLUTION; AND B) THE NOMINAL AMOUNT
OF ANY SHARE CAPITAL 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 ISSUED SHARE CAPITAL OF THE COMPANY ,
OTHERWISE THAN PURSUANT TO I) A RIGHTS ISSUE; OR II)
THE EXERCISE OF ANY OPTION UNDER ANY SHARE OPTION
SCHEME OR SIMILAR ARRANGEMENT; OR III) ANY SCRIP
DIVIDEND OR SIMILAR ARRANGEMENT; OR IV) ANY
ADJUSTMENT, AFTER THE DATE OF GRANT OR ISSUE OF ANY
OPTIONS, RIGHTS TO SUBSCRIBE OR OTHER SECURITIES
REFERRED TO THE ABOVE, IN THE PRICE AT WHICH SHARES IN
THE COMPANY SHALL BE SUBSCRIBED, AND/OR IN THE NUMBER
OF SHARES IN THE COMPANY WHICH SHALL BE SUBSCRIBED,
ON EXERCISE OF RELEVANT RIGHTS UNDER SUCH OPTIONS,
WARRANTS OR OTHER SECURITIES, SUCH ADJUSTMENT BEING
MADE IN ACCORDANCE WITH OR AS CONTEMPLATED BY THE
TERMS OF SUCH OPTIONS, RIGHTS TO SUBSCRIBE OR OTHER
SECURITIES; OR V) A SPECIFIED AUTHORITY GRANTED BY THE
SHAREHOLDERS OF THE COMPANY IN GENERAL MEETING;
AUTHORITY EXPIRES BY THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY AS REQUIRED BY THE BYE-LAWS OF THE
COMPANY OR ANY OTHER APPLICABLE LAWS OF BERMUDA TO BE
PROPOSAL #6.B: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES FOR N/A
TO REPURCHASE ITS OWN SHARES 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 OF
HONG KONG AND THE STOCK EXCHANGE FOR THIS PURPOSE,
NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF
THE ISSUED SHARE CAPITAL OF THE COMPANY AS AT THE DATE
OF PASSING OF THIS RESOLUTION; AUTHORITY EXPIRES BY
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY AS
REQUIRED BY THE BYE-LAWS OF THE COMPANY OR ANY OTHER
APPLICABLE LAWS OF BERMUDA TO BE HELD
PROPOSAL #6.C: APPROVE THE GENERAL MANDATE GRANTED TO ISSUER YES FOR N/A
THE DIRECTORS OF THE COMPANY, CONDITIONAL UPON THE
PASSING OF RESOLUTION 6.B, TO ALLOT SHARES PURSUANT TO
RESOLUTION 6.A, BY THE ADDITION TO THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL WHICH MAY BE
ALLOTTED OR AGREED TO BE ALLOTTED BY THE DIRECTORS OF
THE COMPANY PURSUANT TO SUCH GENERAL MANDATE OF AN
AMOUNT REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF
THE SHARE CAPITAL REPURCHASED BY THE COMPANY PURSUANT
TO RESOLUTION 6.B
PROPOSAL #S.7: AMEND BYE-LAWS 97(A)(VI),103 AND 104 OF ISSUER YES FOR N/A
THE COMPANY BY DELETING AND REPLACING WITH NEW ONE AS
SPECIFIED
------------------------------------------------------------------------------------
ISSUER: KINGFISHER PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2006 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 FOR THE
YE 28 JAN 2006, TOGETHER WITH THE REPORT OF THE
AUDITORS
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 28 JAN 2006
PROPOSAL #3.: AMEND THE KINGFISHER INCENTIVE SHARE ISSUER YES FOR N/A
SCHEME 2003 TO PROVIDE ROLLED-UP DIVIDENDS AND TO
REMOVE THE FACILITY TO GRANT MULTIPLIER AWARDS
PROPOSAL #4.: APPROVE THE KINGFISHER 2006 PERFORMANCE ISSUER YES FOR N/A
SHARE PLAN
PROPOSAL #5.: DECLARE A FINAL DIVIDEND OF 6.8 PENCE ON ISSUER YES FOR N/A
THE ORDINARY SHARES FOR PAYMENT ON 02 JUN 2006
PROPOSAL #6.: ELECT MR. PETER JACKSON AS A DIRECTOR BY ISSUER YES FOR N/A
THE BOARD SINCE THE LAST AGM
PROPOSAL #7.: RE-ELECT MR. IAN CHESHIRE AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRE IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION OF THE COMPANY
PROPOSAL #8.: RE-ELECT MR. HARTMUT KRAMER AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRE IN ACCORDANCE WITH THE ARTICLES
OF ASSOCIATION OF THE COMPANY
PROPOSAL #9.: RE-ELECT MR. DUNCAN TATTON-BROWN AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRE IN ACCORDANCE WITH THE ARTICLES
OF ASSOCIATION OF THE COMPANY
PROPOSAL #10.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR N/A
AS THE COMPANY'S AUDITORS AND AUTHORIZE THE DIRECTORS
TO AGREE THEIR REMUNERATION
PROPOSAL #11.: AUTHORIZE THE DIRECTORS, IN PLACE OF ISSUER YES FOR N/A
EXITING AUTHORITIES, 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 105,018,288; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR
01 DEC 2007 ; 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.12: AUTHORIZE THE DIRECTORS, IN PLACE OF ISSUER YES FOR N/A
ALL EXISTING POWERS OF THE COMPANY AND PURSUANT TO
SECTION 95 OF THE ACT, TO ALLOT EQUITY SECURITIES AS
DEFINED IN 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 NEXT AGM OF THE
COMPANY OR 01 DEC 2007 ; 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.13: 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 THE ACT OF UP TO 235,442,883
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
2007 ; 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 STEEL,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND JPY 6
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES AGAINST N/A
APPROVE REVISIONS RELATED TO THE NEW COMMERCIAL CODE,
ADOPT THE SYSTEM FOR BUYING ADDITIONAL SHARES OF LESS-
THAN ONE UNIT SHARES
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.: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: KOOKMIN BANK
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/24/2006 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.: APPROVE THE PARTIAL AMENDMENTS TO ISSUER YES FOR N/A
ARTICLES OF INCORPORATION
PROPOSAL #3.: ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #4.: ELECT THE NOMINEES FOR MEMBER OF ISSUER YES FOR N/A
AUDITORS COMMITTEE WHO ARE OUTSIDE DIRECTORS
PROPOSAL #5.: APPROVE THE ALLOWANCE OF STOCK OPTION ISSUER YES FOR N/A
PROPOSAL #6.: APPROVE THE STOCK OPTION ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: LG CHEM LTD NEW
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE 5TH FINANCIAL STATEMENT ISSUER YES FOR N/A
BALANCE SHEET, INCOME STATEMENT, STATEMENT OF RETAINED
EARNINGS , EXPECTED DIVIDEND ON COMMON ORDINARY
SHARES: KRW 1,250; EXPECTED DIVIDEND ON PREFERRED
SHARES: KRW 1,300 PER SHARE
PROPOSAL #2.: APPROVE THE PARTIAL AMENDMENT TO THE ISSUER YES FOR N/A
ARTICLES OF INCORPORATION ADDITION TO THE BUSINESS
PURPOSES
PROPOSAL #3.: ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE THE REMUNERATION AND BONUS LIMIT ISSUER YES FOR N/A
FOR THE DIRECTORS
------------------------------------------------------------------------------------
ISSUER: LINDE AG, WIESBADEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 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 2005 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 168,058,354.27 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1.40 PER NO-PAR SHARE,
EUR 248,689.87 SHALL BE CARRIED FORWARD, EX-DIVIDEND
AND PAYABLE DATE 05 MAY 2006
PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.: APPOINT KPMG DEUTSCHE TREUHAND- ISSUER NO N/A N/A
GESELLSCHAFT AG, BERLIN AND FRANKFURT AS THE AUDITORS
FOR THE 2006 FY
PROPOSAL #6.: AUTHORIZE THE COMPANY TO ACQUIRE OWN ISSUER NO N/A N/A
SHARES OF UP TO 10 % OF ITS SHARE CAPITAL, AT A PRICE
NEITHER MORE THAN 10% ABOVE NOR MORE THAN 20 % BELOW
THE MARKET PRICE OF THE SHARES IF THEY ARE ACQUIRED
THROUGH THE STOCK EXCHANGE, NOR DIFFERING MORE THAN
20% FROM THE MARKET PRICE OF THE SHARES IF THEY ARE
ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 31
OCT 2007; AND THE BOARD OF MANAGING DIRECTORS TO
DISPOSE THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE SHARES
ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, TO USE THE SHARES IN CONNECTION WITH MERGERS
AND ACQUISITIONS, FOR GRANTING SUCH RIGHTS TO
BONDHOLDERS OR WITHIN THE SCOPE OF THE COMPANY'S
MANAGEMENT INCENTIVE PROGRAM, TO ISSUE THE SHARES TO
EMPLOYEES OF THE COMPANY AND ITS AFFILIATES, AND TO
RETIRE THE SHARES
PROPOSAL #7.: AMEND THE ARTICLE OF ASSOCIATION IN ISSUER NO N/A N/A
RESPECT OF THE OBJECT OF THE COMPANY
PROPOSAL #8.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
CONNECTION WITH THE LAW ON COMPANY INTEGRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
UMAG AS FOLLOWS: SECTION 12(1)-(4), REGARDING
SHAREHOLDERS MEETINGS BEING CONVENED AT LEAST 30 DAYS
BEFORE THE SHAREHOLDER DEADLINE FOR REGISTERING TO
ATTEND THE MEETING AND SUCH DEADLINE BEING THE 7TH DAY
PRIOR TO THE MEETING DATE AND REGISTRATION INCLUDING
PROOF OF SHAREHOLDING AS PER THE 21ST DAY PRIOR TO THE
MEETING DATE, SECTION 12(5), REGARDING THE USE OF
ELECTRONIC MEANS OF COMMUNICATION FOR THE ISSUE OF
PROXY-VOTING INSTRUCTIONS
PROPOSAL #9.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
CONNECTION WITH THE LAW ON COMPANY INTEGRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
UMAG AS FOLLOWS: SECTION 14, REGARDING THE CHAIRMAN
OF THE SHAREHOLDERS MEETING BEING AUTHORIZED TO LIMIT
THE TIME FOR QUESTIONS AND ANSWERS AT SHAREHOLDERS
MEETINGS AND THE CHAIRMAN BEING AUTHORIZED TO DECIDE
ON THE AUDIO-VISUAL TRANSMISSION OF THE SHAREHOLDERS
MEETING
------------------------------------------------------------------------------------
ISSUER: LONZA GROUP AG, BASEL
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/22/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL ACTIVITY REPORT, ISSUER YES FOR N/A
FINANCIAL STATEMENTS AND THE REPORT OF THE AUDITORS
FOR THE YEAR 2005
PROPOSAL #2.: APPROVE THE CONSOLIDATED FINANCIAL ISSUER YES FOR N/A
STATEMENTS, REPORT OF THE GROUP AUDITORS FOR THE YEAR
2005
PROPOSAL #3.: APPROVE THE APPROPRIATION OF AVAILABLE ISSUER YES FOR N/A
EARNINGS
PROPOSAL #4.: RATIFY THE ACTS OF THE MEMBERS OF THE ISSUER YES FOR N/A
BOARD OF DIRECTORS
PROPOSAL #5.: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
PROPOSAL #6.: ELECT THE BOARD OF DIRECTORS ISSUER YES FOR N/A
PROPOSAL #7.: ELECT THE STATUTORY AUDITORS ALSO TO ISSUER YES FOR N/A
ACT AS GROUP AUDITORS
------------------------------------------------------------------------------------
ISSUER: MACQUARIE AIRPORTS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE, FOR ALL PURPOSES INCLUDING FOR ISSUER YES FOR N/A
THE PURPOSES OF LISTING RULE 7.4 AND ASIC CLASS ORDER
05/26, TO ISSUES OF UNITS IN MAT1 THAT HAVE OCCURRED
IN 12 MONTHS PRIOR TO 20 APR 2006
PROPOSAL #S.1: APPROVE, FOR ALL PURPOSES INCLUDING FOR ISSUER YES FOR N/A
THE PURPOSES OF LISTING RULE 7.4 AND ASIC CLASS ORDER
05/26, TO ISSUES OF UNITS IN MAT2 THAT HAVE OCCURRED
IN 12 MONTHS PRIOR TO 20 APR 2006
PROPOSAL #O.1: APPROVE, THE REFRESHMENT OF THE ISSUER YES FOR N/A
COMPANY'S PLACEMENT CAPACITY, FOR ALL INCLUDING FOR
THE PURPOSES OF LISTING RULE 7.4 , TO ISSUES OF SHARES
IN THE COMPANY IN LAST 12 MONTHS PRIOR TO 20 APR 2006
PROPOSAL #O.2: RECEIVE AND APPROVE THE ACCOUNTS AND ISSUER YES FOR N/A
THE REPORTS OF THE DIRECTORS AND THE AUDITORS OF THE
COMPANY FOR THE YE 31 DEC 2005
PROPOSAL #O.3: RE-APPOINT PRICEWATERHOUSECOOPERS AS ISSUER YES FOR N/A
THE AUDITORS AND AUTHORIZE THE BOARD TO FIX THEIR
REMUNERATION
PROPOSAL #O.4: RE-ELECT MR. MARK CALL AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #O.5: APPROVE THE CHANGE THE NAME OF THE ISSUER YES FOR N/A
COMPANY TO MACQUARIE AIRPORTS LTD
------------------------------------------------------------------------------------
ISSUER: MAN AG, MUENCHEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE ADOPTED ANNUAL ISSUER NO N/A N/A
FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YE 31 DEC 2005, AS WELL AS THE
JOINT MANAGEMENT REPORT OF MAN AKTIENGESELLSCHAFT AND
THE MAN GROUP FOR THE FYE 31 DEC 2005 AND THE REPORT
OF THE SUPERVISORY BOARD
PROPOSAL #2.: APPROPRIATION OF NET EARNINGS AVAILABLE ISSUER NO N/A N/A
TO MAN AKTIENGESELLSCHAFT
PROPOSAL #3.: DISCHARGE OF THE EXECUTIVE BOARD ISSUER NO N/A N/A
PROPOSAL #4.: DISCHARGE OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: AUTHORIZATION TO PURCHASE AND USE OWN ISSUER NO N/A N/A
STOCK
PROPOSAL #6.: AMENDMENTS TO THE BYLAWS RELATING TO ISSUER NO N/A N/A
COMPENSATION OF MEMBERS OF THE SUPERVISORY BOARD
PROPOSAL #7.: APPOINT KPMG, MUNICH AS THE AUDITORS FOR ISSUER NO N/A N/A
THE 2006 FY
------------------------------------------------------------------------------------
ISSUER: MANULIFE FINANCIAL CORP, TORONTO
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. JOHN M. CASSADAY AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #1.2: ELECT MR. LINO J. CELESTE AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #1.3: ELECT MR. GAIL C. A. COOK-BENNETT AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #1.4: ELECT MR. DOMINIC D ALESSANDRO AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #1.5: ELECT MR. THOMAS P. D AQUINO AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #1.6: ELECT MR. RICHARD B. DEWOLFE AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #1.7: ELECT MR. ROBERT E. DINEEN, JR. AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #1.8: ELECT MR. PIERRE Y. DUCROS AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #1.9: ELECT MR. ALLISTER P. GRAHAM AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #1.10: ELECT MR. THOMAS E. KIERANS AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #1.11: ELECT MR. LORNA R. MARSDEN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #1.12: ELECT MR. ARTHUR R. SAWCHUK AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #1.13: ELECT MR. HUGH W. SLOAN, JR. AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #1.14: ELECT MR. GORDON G. THIESSEN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #2.: APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY FOR 2006
------------------------------------------------------------------------------------
ISSUER: MARUBENI CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND FOR ORDINARY SHARES
JPY5, CLASS I FIRST ISSUE PREFERRED SHARES JPY10
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES AGAINST N/A
ALLOW USE OF ELECTRONIC SYSTEMS FOR PUBLIC
NOTIFICATIONS, APPROVE REVISIONS RELATED TO THE NEW
COMMERCIAL CODE, INTRODUCTION OF PROVISION FOR CLASS
SHAREHOLDERS MEETING
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 #3.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #5.: APPOINT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #6.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #7.: APPROVE PROVISION OF RETIREMENT ISSUER YES AGAINST N/A
ALLOWANCE FOR DIRECTORS AND CORPORATE AUDITORS
------------------------------------------------------------------------------------
ISSUER: MICRONAS SEMICONDUCTOR HOLDING AG, ZUERICH
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL REPORTS 2005, ANNUAL ISSUER YES FOR N/A
FINANCIAL STATEMENTS 2005 AND CONSOLIDATED STATEMENTS
OF ACCOUNTS 2005
PROPOSAL #2.: APPROVE TO USE THE BALANCE SHEET PROFIT ISSUER YES FOR N/A
PROPOSAL #3.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER YES FOR N/A
BOARD OF DIRECTORS
PROPOSAL #4.: AMEND THE ARTICLES OF INCORPORATION WITH ISSUER YES FOR N/A
REGARDS TO THE REDUCTION OF SHARE CAPITAL
PROPOSAL #5.1: ELECT THE BOARD OF DIRECTORS ISSUER YES FOR N/A
PROPOSAL #5.2: ELECT THE AUDITORS AND THE GROUP ISSUER YES FOR N/A
AUDITORS
------------------------------------------------------------------------------------
ISSUER: MITCHELLS & BUTLERS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/2/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE COMPANY'S FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE YE 01 OCT 2005, TOGETHER WITH THE
REPORTS OF THE DIRECTORS AND THE AUDITORS
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR N/A
YE 01 OCT 2005
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ON THE ORDINARY ISSUER YES FOR N/A
SHARES
PROPOSAL #4.A: RE-APPOINT MR. TIM CLARKE AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.B: RE-APPOINT MR. GEORGE FAIRWEATHER AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #4.c: RE-APPOINT MR. TONY HUGHES 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 UNTIL THE NEXT GENERAL MEETING
AT WHICH THE ACCOUNTS ARE TO BE LAID
PROPOSAL #6.: AUTHORIZE THE AUDIT COMMITTEE OF THE ISSUER YES FOR N/A
BOARD TO AGREE THE AUDITOR'S REMUNERATION
PROPOSAL #7.: 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 14 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY, TO ALLOT
RELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 11,767,833; AUTHORITY EXPIRES AT THE EARLIER
OF THE AGM IN 2007 OR 02 MAY 2007
PROPOSAL #S.8: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR N/A
SUBSTITUTION FOR ALL EXISTING AUTHORITY, TO ALLOT
EQUITY SECURITIES SECTION 94(3A) OF THE COMPANIES ACT
1985 , WHOLLY FOR CASH PURSUANT TO ANY AUTHORITY IN
FORCE UNDER SECTION 80 OF THE COMPANIES ACT 1985 AND
WITHIN THE TERMS OF ARTICLE 14 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) : I) IN CONNECTION
WITH A RIGHTS ISSUE ARTICLE 14.5.1; AND B) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 1,765,180 WHICH SHALL
CEASE TO HAVE EFFECT WITHOUT PREJUDICE TO ANY
ALLOTMENT OF SECURITIES PURSUANT THERETO; AUTHORITY
EXPIRES AT THE EARLIER OF THE AGM IN 2007 OR 02 MAY
2007
PROPOSAL #S.9: AUTHORIZE THE COMPANY, SUBJECT TO AND ISSUER YES FOR N/A
IN ACCORDANCE WITH ARTICLE 11 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, TO MAKE MARKET PURCHASES
SECTION 163(3) OF THE COMPANIES ACT 1985 OF UP TO
49,840,680 ORDINARY SHARES OF 7.5P EACH IN THE CAPITAL
OF THE COMPANY ORDINARY SHARES , AT A MINIMUM PRICE
OF 7.5P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR AN ORDINARY SHARE DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AND THAT STIPULATED BY
ARTICLE 5(1) OF THE BUY-BACK AND STABILIZATION
REGULATION 2003; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 02 MAY 2007 ; 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 #10.: APPROVE THE AMENDMENTS TO THE RULES OF ISSUER YES FOR N/A
THE SHORT TERM DEFERRED INCENTIVE PLAN STDI AS
SPECIFIED AND AUTHORIZE THE BOARD OF DIRECTORS TO DO
ALL THAT IS NECESSARY TO GIVE EFFECT TO THESE
AMENDMENTS
PROPOSAL #11.: APPROVE TO AMEND THE RULES OF THE ISSUER YES FOR N/A
PERFORMANCE RESTRICTED SHARE PLAN PRSP AND AUTHORIZE
THE BOARD OF DIRECTORS TO DO ALL THAT IS NECESSARY TO
GIVE EFFECT TO THESE AMENDMENTS
PROPOSAL #S.12: AMEND THE ARTICLE 162 OF THE ARTICLES ISSUER YES FOR N/A
OF ASSOCIATION OF THE COMPANY AS SPECIFIED
PROPOSAL #S.13: APPROVE THAT THE UNISSUED SHARE ISSUER YES FOR N/A
CAPITAL DIVIDED IN TO TWO REDEEMABLE DEFERRED SHARES
OF 1 PENNY EACH AND ONE REDEEMABLE PREFERENCE SHARE OF
GBP 50,000 BE CONVERTED IN TO ORDINARY SHARES OF 7.5
PENCE EACH THAT THE AUTHORIZED ORDINARY SHARE CAPITAL
BE AMENDED ACCORDINGLY WITH ARTICLE 3, ARTICLE 4,
ARTICLE 5, ARTICLE 6 AS SPECIFIED
PROPOSAL #S.14: AMEND THE DEFINITION SHARE CAPITAL AND ISSUER YES FOR N/A
CONSOLIDATED RESERVES IN THE COMPANY'S ARTICLES OF
ASSOCIATION BY ADDING WITH NEW ONE AS SPECIFIED
PROPOSAL #S.15: AMEND ARTICLE 163 OF THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION OF THE COMPANY BE REMOVED AND BE NO LONGER
PART OF THE COMPANY AND THAT THE COMPANY'S ARTICLES
OF ASSOCIATION BE RENUMBERED AND ALL CROSS REFERENCES
BE ALTERED TO REFLECT THE REMOVAL OF ARTICLE 163 AND,
CONDITIONAL UPON PASSING OF RESOLUTION 13, OF ARTICLES
4 AND 5 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #S.16: AMEND ARTICLES 161 OF THE COMPANY'S ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION AND THAT SUBSEQUENT ARTICLES
OF THE COMPANY'S ARTICLES OF ASSOCIATION BE RENUMBERED
AND ALL CROSS REFERENCES BE ALTERED TO REFLECT SUCH
ADDITION AS SPECIFIED
PROPOSAL #17.: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 347(C) OF THE COMPANIES ACT 1985, TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATIONS UP TO AN
AMOUNT OF GBP 50,000 AND TO INCUR EU POLITICAL
EXPENDITURE UP TO AN AMOUNT OF GBP 50,000, AND IN
ACCORDANCE WITH SECTION 347(D) OF THE COMPANIES ACT,
MITCHELLS & BUTLERS RETAIL LTD, BEING A WHOLLY-OWNED
SUBSIDIARY OF THE COMPANY TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATIONS UP TO AN AMOUNT OF GBP 50,000
AND TO INCUR EU POLITICAL EXPENDITURE UP TO AN AMOUNT
OF GBP 50,000; PROVIDED THAT THE AGGREGATE AMOUNT OF
ANY SUCH DONATIONS AND EXPENDITURE NOT EXCEEDING GBP
50,000 DURING THE BEGINNING PERIOD; AUTHORITY EXPIRES
THE EARLIER OF THE NEXT AGM IN 2007 OR 02 MAY 2007
------------------------------------------------------------------------------------
ISSUER: MITSUBISHI CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES ABSTAIN N/A
END DIVIDEND - ORDINARY DIVIDEND JPY22, DIRECTORS
BONUSES JPY 280,000,000 (EXCLUDING OUTSIDE DIRECTORS)
PROPOSAL #2: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES ABSTAIN N/A
APPROVE REVISIONS RELATED TO THE NEWCOMMERCIAL CODE
(PLEASE REFER TO THE ATTACHED PDF FILES.)
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.13: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.14: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.15: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.16: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.17: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.18: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4: APPROVE ISSUANCE OF SHARE ACQUISITION ISSUER YES ABSTAIN N/A
RIGHTS AS STOCK OPTIONS TO DIRECTORS(EXCLUDING OUTSIDE
DIRECTORS)
PROPOSAL #5: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES ABSTAIN N/A
FOR DIRECTORS
PROPOSAL #6: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES ABSTAIN N/A
DIRECTORS AND CORPORATE AUDITORS
------------------------------------------------------------------------------------
ISSUER: MITSUI & CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND JPY 14, DIRECTORS
BONUSES JPY 230,000,000 (EXCLUDING OUTSIDE DIRECTORS)
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
APPROVE REVISIONS RELATED TO THE NEW COMMERCIAL CODE
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 AGAINST N/A
PROPOSAL #3.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: MITSUI CHEMICALS,INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND JPY4, DIRECTORS
BONUSES JPY 71,380,000, CORPORATE AUDITORS BONUSES
JPY 1,680,000
PROPOSAL #2: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
APPROVE REVISIONS RELATED TO THE NEWCOMMERCIAL CODE
(PLEASE REFER TO THE ATTACHED PDF FILES.)
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: MITSUI O.S.K.LINES,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/22/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND JPY 9, DIRECTORS
BONUSES JPY 174,000,000
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
APPROVE REVISIONS RELATED TO THE NEW COMMERCIAL CODE
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 #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE ISSUANCE OF SHARE ACQUISITION ISSUER YES FOR N/A
RIGHTS TO DIRECTORS AS STOCK OPTIONS
PROPOSAL #6.: APPROVE ISSUANCE OF SHARE ACQUISITION ISSUER YES FOR N/A
RIGHTS AS STOCK OPTIONS, TO EXECUTIVE OFFICERS,
GENERAL MANAGERS, AND PRESIDENTS OF THE COMPANY'S
CONSOLIDATED SUBSIDIARIES IN JAPAN
------------------------------------------------------------------------------------
ISSUER: MOL MAGYAR OLAJ- ES GAZIPARI RT
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ELECTRONIC VOTE COLLECTION ISSUER NO N/A N/A
METHOD
PROPOSAL #2.: APPROVE THE ELECTION OF THE KEEPER OF ISSUER NO N/A N/A
THE MINUTES AND THE SHAREHOLDERS TO AUTHENTICATE THE
MINUTES AND THE ELECTION OF THE COUNTER OF THE VOTES
PROPOSAL #3.: APPROVE THE ANNUAL REPORT OF MOL RT. ISSUER NO N/A N/A
PREPARED IN ACCORDANCE WITH HUNGARIAN STATUTORY
ACCOUNTING LEGISLATION AND THE RELATED AUDITOR'S
REPORT WITH TOTAL ASSETS OF HUF 1.965 BN, PROFIT AFTER
TAXATION OF HUF 399 BN AND TIED UP RESERVE OF HUF 195
BN; AND THE CONSOLIDATED ANNUAL REPORT OF MOL GROUP
PREPARED BASED ON PARAGRAPH 10 OF THE ACCOUNTING LAW,
IN ACCORDANCE WITH IFRS AND THE RELATED AUDITOR'S
REPORT WITH TOTAL ASSETS OF HUF 2,029 BN AND PROFIT
ATTRIBUTABLE TO EQUITY HOLDERS OF HUF 245 BN
PROPOSAL #4.: APPROVE THE BOARD OF DIRECTORS ISSUER NO N/A N/A
RECOMMENDATION TO PAY 35BN HUF AS A DIVIDEND IN 2006
CONNECTED TO THE YE 31 DEC 2005; AND THE PROFIT AFTER
DIVIDEND PAYMENT SHALL BE BOOKED AS RETAINED EARNINGS
PROPOSAL #5.: APPROVE THE AGM THE APPROVAL OF ISSUER NO N/A N/A
DECLARATION ON THE CORPORATE GOVERNANCE
RECOMMENDATIONS OF THE BUDAPEST STOCK EXCHANGE AS
SPECIFIED
PROPOSAL #6.: ELECT ERNST & YOUNG KONYVVIZSGALO KFT. ISSUER NO N/A N/A
1132 BUDAPEST, VACI UT 20 , NAMELY JUDIST SZILAGYI
REGISTRATION NU: MKVK-001368 , AS THE INDEPENDENT
AUDITOR OF MOL RT. FOR THE YEAR 2006, UNTIL 30 APR
2007; AND APPROVE THE AUDIT FEE FOR MOL RT FOR 2006 TO
BE HUF 81.5 MILLION PLUS VAT
PROPOSAL #7.: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER NO N/A N/A
COMPANY TO ACQUIRE TREASURY SHARES SIMULTANEOUSLY
SETTING ASIDE THE RESOLUTION NO. 14 OF THE 27 APR 2005
AGM, PURSUANT TO THE FOLLOWING TERMS AND CONDITIONS:
A)SUPPORTING THE ACHIEVEMENT OF THE STRATEGIC GOALS OF
MOL, PARTICULARLY USE OF TREASURY SHARES AS
CONSIDERATION IN ACQUISITION TRANSACTION, OR B)
OPERATION OF SHARE-BASED INCENTIVE SCHEMES, OR C)
ADDING A NEW POTENTIAL MEASURE TO OPTIMIZE THE CAPITAL
STRUCTURE THROUGH THE REPURCHASE OF OUTSTANDING SHARE
CAPITAL EVENTUALLY, IF JUSTIFIED BY LATER
CANCELLATION OF SHARE RE-PURCHASED OR D) FACILITATING
THE IMPLEMENTATION OF POTENTIALLY ATTRACTIVE SHARE-
BASED OR HYBRID FINANCING INSTRUMENTS E) MODE OF
ACQUISITION OF TREASURY SHARES: WITH OR WITHOUT
CONSIDERATION, EITHER ON THE STOCK EXCHANGE OR THROUGH
PUBLIC OFFER OR ON THE OTC MARKET IF NOT PROHIBITED
BY LEGAL REGULATIONS, F) THE AUTHORIZATION EMPOWERS
THE BOARD OF DIRECTORS TO ACQUIRE ORDINARY SHARES OF
THE COMPANY WITH A PAR VALUE OF HUF 1,000 EACH G) THE
AMOUNT NUMBER OF SHARES THAT CAN BE ACQUIRED: THE
TOTAL NUMBER OF TREASURY SHARES ACQUIRED OR OWNED BY
THE COMPANY SIMULTANEOUSLY MAY NOT EXCEED 10% OF THE
SHARE CAPITAL OF THE COMPANY H) THE PERIOD OF VALIDITY
OF THE AUTHORIZATION: FROM THE RESOLUTION MADE ON THE
AGM FOR AN 18 MONTHS PERIOD I) IF THE ACQUISITIONS OF
THE TREASURY SHARES IS IN RETURN FOR A CONSIDERATION,
THE MINIMUM AMOUNT CAN BE PAID IN RETURN FOR ONE
PIECE OF SHARE IS HUF 1, WHILE THE MAXIMUM AMOUNT IS
HIGHEST AMOUNT OF THE EFFECTIVE STOCK EXCHANGE PRICE
LEVEL OF THE DAY OF THE TRANSACTION, OR OF THE VOLUME
WEIGHTED AVERAGE DAILY STOCK EXCHANGE PRICES OF 90
TRADING DAYS BEFORE THE DATE OF THE TRANSACTION OR OF
THE VOLUME WEIGHTED AVERAGE STOCK EXCHANGE PRICE OF 90
TRADING DAYS BEFORE THE DATE OF SIGNING THE AGREEMENT
FOR ACQUIRING THE TREASURY SHARES PARTICULARLY
PURCHASE AGREEMENT, CALL OPTION AGREEMENT OR OTHER
COLLATERAL AGREEMENT
PROPOSAL #8.: AMEND ARTICLE 3 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION, AS SPECIFIED
PROPOSAL #9.: AMEND ARTICLE 5 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS SPECIFIED
PROPOSAL #10.: AMEND THE ANNEXURE 2 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS SPECIFIED
PROPOSAL #11.: AMEND THE ARTICLES 13.1 AND 26 OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION EFFECTIVE AS OF01 JUL 2006, AS
SPECIFIED
PROPOSAL #12.: AMEND THE ARTICLE 13.3 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION AND THE INCLUSION OF A NEW ARTICLE 13.6
INTO THE ARTICLES OF ASSOCIATION AS OF 01 JUL 2006 AS
SPECIFIED
PROPOSAL #13.: AMEND THE ARTICLES 8.3 AND 8.7 OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION, AS SPECIFIED
PROPOSAL #14.: AMEND THE ARTICLES 11.3 AND 13.4 OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION EFFECTIVE AS OF 01 JUL 2006
AS SPECIFIED
PROPOSAL #15.: AMEND THE ARTICLE 11.2 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION EFFECTIVE AS OF 01 JUL 2006 AS SPECIFIED
PROPOSAL #16.: AMEND THE ARTICLE 14.4 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION, AS SPECIFIED
PROPOSAL #17.: AMEND THE ARTICLE 13.5 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION AS OF 01 JUL 2006 AS SPECIFIED
PROPOSAL #18.: AMEND THE ARTICLE 15.4 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION, AS SPECIFIED
PROPOSAL #19.: AMEND THE ARTICLE 22.1 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION, AS SPECIFIED
PROPOSAL #20.: AMEND THE ARTICLE 22.7 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION, AS SPECIFIED
PROPOSAL #21.: AMEND THE ARTICLE 15.2 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION, EFFECTIVE AS OF 01 JUL2006, AS
SPECIFIED
PROPOSAL #22.: AMEND THE ARTICLE 24.1 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION AS OF 01 JUL 2006, AS SPECIFIED
PROPOSAL #23.: APPROVE THE EXTENSION OF THE CHARTER OF ISSUER NO N/A N/A
SUPERVISORY BOARD WITH A NEW CHAPTER V REGARDING THE
AUDIT COMMITTEE, AS SPECIFIED
PROPOSAL #24.: ELECT MR. JOHN I. CHARODY, DR. ATTILA ISSUER NO N/A N/A
CHIKAN, DR. KUPA MIHALY, AND DR. LAMFALUSSY SANDOR AS
BACK UP TO THE AUDIT COMMITTEE OF THE COMPANY
PROPOSAL #25.: APPROVE THE GUIDELINES AND FRAMEWORK OF ISSUER NO N/A N/A
LONG-TERM INCENTIVE SYSTEM OF SENIOR EMPLOYEES OF
MOL, AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: MOL MAGYAR OLAJ- ES GAZIPARI RT
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ELECTRONIC VOTE COLLECTION ISSUER NO N/A N/A
METHOD
PROPOSAL #2.: APPROVE THE ELECTION OF THE KEEPER OF ISSUER NO N/A N/A
THE MINUTES AND THE SHAREHOLDERS TO AUTHENTICATE THE
MINUTES AND THE ELECT THE COUNTER OF THE VOTES
PROPOSAL #3.: APPROVE THE ANNUAL REPORT OF MOL RT. ISSUER NO N/A N/A
PREPARED IN ACCORDANCE WITH HUNGARIAN STATUTORY
ACCOUNTING LEGISLATION AND THE RELATED AUDITOR'S
REPORT WITH TOTAL ASSETS OF HUF 1.965 BN, PROFIT AFTER
TAXATION OF HUF 399 BN AND TIED UP RESERVE OF HUF 195
BN; AND THE CONSOLIDATED ANNUAL REPORT OF MOL GROUP
PREPARED BASED ON PARAGRAPH 10 OF THE ACCOUNTING LAW,
IN ACCORDANCE WITH IFRS AND THE RELATED AUDITOR'S
REPORT WITH TOTAL ASSETS OF HUF 2,029 BN AND PROFIT
ATTRIBUTABLE TO EQUITY HOLDERS OF HUF 245 BN
PROPOSAL #4.: APPROVE TO PAY 35BN HUF AS A DIVIDEND IN ISSUER NO N/A N/A
2006 CONNECTED TO THE YE 31 DEC 2005; AND THE PROFIT
AFTER DIVIDEND PAYMENT SHALL BE BOOKED AS RETAINED
EARNINGS
PROPOSAL #5.: APPROVE THE SUPERVISORY BOARD AGREES TO ISSUER NO N/A N/A
PROPOSE THE AGM THE APPROVAL OF DECLARATION ON THE
CORPORATE GOVERNANCE RECOMMENDATIONS OF THE BUDAPEST
STOCK EXCHANGE AS FOLLOWS
PROPOSAL #6.: ELECT ERNST & YOUNG AS THE INDEPENDENT ISSUER NO N/A N/A
AUDITOR OF MOL RT. FOR THE YEAR 2006, UNTIL THE AGM
CLOSING THE YEAR BUT LATEST 30 APR 2007; APPROVE THE
AUDIT FEE FOR MOL RT. FOR 2006 TO HUF 81.5 MILLION
PLUS VAT
PROPOSAL #7.: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER NO N/A N/A
COMPANY TO ACQUIRE TREASURY SHARES. SIMULTANEOUSLY
SETTING ASIDE THE RESOLUTION NO 14 OF THE 27 APR 2005
AGM, PURSUANT TO THE FOLLOWING TERMS AND CONDITIONS:
A) SUPPORTING THE ACHIEVEMENT OF THE STRATEGIC GOALS
OF MOL, PARTICULARLY USE OF TREASURY SHARES AS
CONSIDERATION IN ACQUISITION TRANSACTION; B) OPERATION
OF SHARE-BASED INCENTIVE SCHEMES; C) ADDING A NEW
POTENTIAL MEASURE TO OPTIMIZE THE CAPITAL STRUCTURE
THROUGH THE REPURCHASE OF OUTSTANDING SHARE CAPITAL
EVENTUALLY, IF JUSTIFIED BY LATER CANCELLATION OF
SHARE RE-PURCHASED ; D) FACILITATING THE
IMPLEMENTATION OF POTENTIALLY ATTRACTIVE SHARE-BASED
OR HYBRID FINANCING INSTRUMENTS; MODE OF ACQUISITION
OF TREASURY SHARES: WITH OR WITHOUT CONSIDERATION,
EITHER ON THE STOCK EXCHANGE OR THROUGH PUBLIC OFFER
OR ON THE OTC MARKET IF NOT PROHIBITED BY LEGAL
REGULATIONS; AUTHORIZE THE BOARD OF DIRECTORS TO
ACQUIRE ORDINARY SHARES OF THE COMPANY WITH A PAR
VALUE OF HUF 1,000 EACH, THE AMOUNT NUMBER OF SHARES
THAT CAN BE ACQUIRED: THE TOTAL NUMBER OF TREASURY
SHARES ACQUIRED OR OWNED BY THE COMPANY SIMULTANEOUSLY
MAY NOT EXCEED 10% OF THE SHARE CAPITAL OF THE
COMPANY, AUTHORITY EXPIRES ON THE AGM FOR AN 18
MONTHS , IF THE ACQUISITIONS OF THE TREASURY SHARES IS
IN RETURN FOR A CONSIDERATION, THE MINIMUM AMOUNT CAN
BE PAID IN RETURN FOR 1 PIECE OF SHARE IS HUF 1,
WHILE THE MAXIMUM AMOUNT IS HIGHEST AMOUNT OF THE
EFFECTIVE STOCK EXCHANGE PRICE LEVEL OF THE DAY OF THE
TRANSACTION, OR OF THE VOLUME WEIGHTED AVERAGE DAILY
STOCK EXCHANGE PRICES OF 90 TRADING DAYS BEFORE THE
DATE OF THE TRANSACTION OR OF THE VOLUME WEIGHTED
AVERAGE STOCK EXCHANGE PRICE OF 90 TRADING DAYS BEFORE
THE DATE OF SIGNING THE AGREEMENT FOR ACQUIRING THE
TREASURY SHARES PARTICULARLY PURCHASE AGREEMENT, CALL
OPTION AGREEMENT OR OTHER COLLATERAL AGREEMENT
PROPOSAL #8.: AMEND ARTICLE 3 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS SPECIFIED
PROPOSAL #9.: AMEND THE ARTICLE 5 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS SPECIFIED
PROPOSAL #10.: AMEND THE ANNEXURE 2 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS SPECIFIED
PROPOSAL #11.: AMEND ARTICLES 13.1 AND 26 OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION EFFECTIVE AS OF 01 JUL 2006 AS
SPECIFIED
PROPOSAL #12.: AMEND THE ARTICLE 13.3 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION AND THE INCLUSION OF A NEW ARTICLE 13.6
INTO THE ARTICLES OF ASSOCIATION AS OF 01 JUL 2006 AS
SPECIFIED
PROPOSAL #13.: AMEND THE ARTICLES 8.3 AND 8.7 OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #14.: AMEND THE ARTICLES 11.3 AND 13.4 OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION EFFECTIVE AS OF 01 JUL 2006
AS SPECIFIED
PROPOSAL #15.: AMEND THE ARTICLE 11.2 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION EFFECTIVE AS OF 01 JUL 2006 AS SPECIFIED
PROPOSAL #16.: APPROVE TO INCLUDE A NEW ARTICLE 14.4 ISSUER NO N/A N/A
INTO THE ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #17.: AMEND ARTICLE 13.5 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS OF 01 JUL 2006 AS SPECIFIED
PROPOSAL #18.: AMEND ARTICLE 15.4 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS SPECIFIED
PROPOSAL #19.: AMEND ARTICLE 22.1 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS SPECIFIED
PROPOSAL #20.: APPROVE TO INCLUDE A NEW ARTICLE 22.7 ISSUER NO N/A N/A
INTO THE ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #21.: APPROVE TO INCLUDE A NEW PARAGRAPH INTO ISSUER NO N/A N/A
ARTICLE 15.2 OF THE ARTICLES OF ASSOCIATION EFFECTIVE
AS OF 01 JUL 2006 AS SPECIFIED
PROPOSAL #22.: AMEND ARTICLE 24.1 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS OF 01 JUL 2006 AS SPECIFIED
PROPOSAL #23.: APPROVE THE EXTENSION OF THE CHARTER OF ISSUER NO N/A N/A
SUPERVISORY BOARD WITH A NEW CHAPTER V REGARDING THE
AUDIT COMMITTEE AS SPECIFIED
PROPOSAL #24.: ELECT MESSRS. JOHN I. CHARODY, ATTILA ISSUER NO N/A N/A
CHIKAN DR., KUPA MIHALY DR., AND LAMFALUSSY SANDOR DR.
AS BACK UP TO THE AUDIT COMMITTEE OF THE COMPANY
PROPOSAL #25.: APPROVE THE GUIDELINES AND FRAMEWORK OF ISSUER NO N/A N/A
LONG-TERM INCENTIVE SYSTEM OF SENIOR EMPLOYEES OF MOL
AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT IN
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: SUBMISSION OF THE ADOPTED COMPANY ISSUER NO N/A N/A
FINANCIAL STATEMENTS AND MANAGEMENT REPORT FOR THE
BUSINESS YEAR 2005, THE APPROVED CONSOLIDATED
FINANCIAL STATEMENTS AND MANAGEMENT REPORT FOR THE
GROUP FOR THE BUSINESS YEAR 2005, AND THE REPORT OF
THE SUPERVISORY BOARD
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR N/A
NET RETAINED PROFITS FROM THE BUSINESS YEAR 2005
PROPOSAL #3.: RESOLUTION TO APPROVE THE ACTIONS OF THE ISSUER YES FOR N/A
MEMBERS OF THE BOARD OF MANAGEMENT IN RESPECT OF THE
BUSINESS YEAR 2005
PROPOSAL #4.: RESOLUTION TO APPROVE THE ACTIONS OF THE ISSUER YES FOR N/A
MEMBERS OF THE SUPERVISORY BOARD IN RESPECT OF THE
BUSINESS YEAR 2005
PROPOSAL #5.: AUTHORISATION TO BUY BACK AND USE OWN ISSUER YES FOR N/A
SHARES
PROPOSAL #6.: RESOLUTION TO CANCEL THE EXISTING ISSUER YES FOR N/A
AUTHORISATION FOR INCREASING THE SHARE CAPITAL UNDER
AUTHORISED CAPITAL INCREASE 2001 , TO REPLACE THIS
WITH A NEW AUTHORISATION AUTHORISED CAPITAL INCREASE
2006 FOR THE ISSUE OF EMPLOYEE SHARES, AND TO MAKE
THE RELEVANT AMENDMENTS TO THE ARTICLES OF ASSOCIATION
PROPOSAL #7.: FURTHER AMENDMENTS TO THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION
------------------------------------------------------------------------------------
ISSUER: NESTLE SA, CHAM UND VEVEY
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: SHARE CAPITAL SHARES RESTRICTIONS ISSUER NO N/A N/A
ARTICLE 6.6 NO NATURAL PERSON OR LEGAL ENTITY MAY BE
REGISTERED AS A SHAREHOLDER WITH THE RIGHT TO VOTE FOR
SHARES WHICH IT HOLDS, DIRECTLY OR INDIRECTLY, IN
EXCESS OF 3% OF THE SHARE CAPITAL
PROPOSAL #1.1: NO CHANGE REQUIRED ISSUER YES ABSTAIN N/A
PROPOSAL #1.2: NO OPINION ISSUER YES ABSTAIN N/A
PROPOSAL #1.3: ABOLISH THE ARTICLE ISSUER YES ABSTAIN N/A
PROPOSAL #2.: ORGANISATION OF THE COMPANY SPECIAL ISSUER NO N/A N/A
QUORUM ARTICLE 16 SHAREHOLDERS REPRESENTING AT LEAST
ONE HALF OF THE SHARE CAPITAL SHALL HAVE TO BE PRESENT
IN ORDER TO CHANGE THE CORPORATE NAME, BROADEN OR
RESTRICT THE SCOPE OF THE COMPANY'S BUSINESS, TRANSFER
THE REGISTERED OFFI CES, MERGE WITH ANOTHER COMPANY,
ISSUE PREFERENCE SHARES, CANCEL OR MODIFY THE
PREFERENTIAL RIGHTS ATTACHED TO SUCH SHARES, ISSUE OR
CANCEL PROFI T SHARING CERTIFI CATES
PROPOSAL #2.1: NO CHANGE REQUIRED ISSUER YES ABSTAIN N/A
PROPOSAL #2.2: NO OPINION ISSUER YES ABSTAIN N/A
PROPOSAL #2.3: ABOLISH THE ARTICLE ISSUER YES ABSTAIN N/A
PROPOSAL #3.: ORGANISATION OF THE COMPANY QUALIFI ED ISSUER NO N/A N/A
MAJORITIES ARTICLE 17 1. SHAREHOLDERS REPRESENTING AT
LEAST TWO THIRDS OF THE TOTAL SHARE CAPITAL SHALL
HAVE TO BE PRESENT IN ORDER TO AMEND THE PROVISIONS OF
THE ARTICLES OF ASSOCIATION RELATING TO THE
REGISTRATION OF THE VOTING RIGHT (ART. 6 PAR. 6), THE
LIMIT ON VOTING RIGHTS AT GENERAL MEETINGS (ART. 14
PAR. 3, 4 AND 5), THE NUMBER OF DIRECTORS (ART. 22)
AND THE TERM OF OFFI CE (ART. 23), AS WELL AS TO
TRANSFER THE REGISTERED OFFI CES ABROAD, WIND UP THE
COMPANY AND REMOVE MORE THAN ONE THIRD OF THE
DIRECTORS. 2. SUCH DECISIONS REQUIRE A MAJORITY OF
THREE QUARTERS OF THE SHARES REPRESENTED AT THE
PROPOSAL #3.1: NO CHANGE REQUIRED ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: NO OPINION ISSUER YES ABSTAIN N/A
PROPOSAL #3.3: ABOLISH THE ARTICLE ISSUER YES ABSTAIN N/A
PROPOSAL #4.: BOARD OF DIRECTORS TERM OF OFFICE ISSUER NO N/A N/A
ARTICLE 23 THE MEMBERS OF THE BOARD OF DIRECTORS
SHALL BE ELECTED FOR FI VE YEARS. NESTLE IS THE
BIGGEST AND MOST DIVERSE AND COMPLEX FOOD COMPANY IN
THE WORLD. AS SUCH, IT TAKES A NUMBER OF YEARS FOR
DIRECTORS TO BECOME COMPLETELY CONVERSANT WITH THE
COMPANY. YOUR BOARD THEREFORE BELIEVES A LONGER-TERM
PERIOD OF OFFI CE IS APPROPRIATE TO ENSURE THAT THE
COMPANY ACHIEVES AN OPTIMAL CONTRIBUTION FROM ITS
DIRECTORS.
PROPOSAL #4.1: 5 YEARS ISSUER YES ABSTAIN N/A
PROPOSAL #4.2: 4 YEARS ISSUER YES ABSTAIN N/A
PROPOSAL #4.3: 3 YEARS ISSUER YES ABSTAIN N/A
PROPOSAL #5.: AUDITOR TERM OF OFFICE ARTICLE 30 THE ISSUER NO N/A N/A
GENERAL MEETING SHALL APPOINT, FOR A TERM OF THREE
YEARS, ONE OR MORE AUDITORS OF THE ANNUAL FINANCIAL
STATEMENTS OF THE COMPANY DUE TO THE COMPLEXITY OF
THE COMPANY, YOUR DIRECTORS FEEL THAT A TERM OF OFFI
CE FOR THE AUDITORS OF 3 YEARS IS APPROPRIATE.
PROPOSAL #5.1: 3 YEARS ISSUER YES ABSTAIN N/A
PROPOSAL #5.2: 2 YEARS ISSUER YES ABSTAIN N/A
PROPOSAL #5.3: 1 YEAR ISSUER YES ABSTAIN N/A
------------------------------------------------------------------------------------
ISSUER: NESTLE SA, CHAM UND VEVEY
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/6/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO ACCEPT THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS AND THE STATUTORY REPORTS
PROPOSAL #2.: GRANT DISCHARGE TO THE BOARD OF ISSUER YES FOR N/A
DIRECTORS AND THE MANAGEMENT
PROPOSAL #3.: APPROVE THE ALLOCATION OF INCME AND ISSUER YES FOR N/A
DIVIDENDS OF CHF 9 PER SHARE
PROPOSAL #4.: APPROVE TO REDUCE THE CAPITAL AND AMEND ISSUER YES FOR N/A
ARTICLE 5 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #5.1: RE-ELECT MR. JEAN-PIERRE MEYERS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.2: RE-ELECT MR. ANDRE KUDELSKI AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.3: ELECT MR. NAINA KIDWAI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.4: ELECT MR. JEAN-RENE FOURTOU AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.5: ELECT MR. STEVEN HOCH AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: APPROVE THE MANDATE BY SHAREHOLDERS TO ISSUER YES FOR N/A
THE BOARD OF DIRECTORS TO REVISE THE ARTICLES OF
ASSOCIATION
------------------------------------------------------------------------------------
ISSUER: NEXEN INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. CHARLES W. FISCHER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.2: ELECT MR. DENNIS G. FLANAGAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.3: ELECT MR. DAVID A. HENTSCHEL AS A ISSUER YES AGAINST N/A
DIRECTOR
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 ISSUER YES FOR N/A
DIRECTOR
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 ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.9: ELECT MR. RICHARD M. THOMSON AS A ISSUER YES FOR N/A
DIRECTOR
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 AGAINST N/A
DIRECTOR
PROPOSAL #2.: APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE BOARD TO FIX THEIR
REMUNERATION
------------------------------------------------------------------------------------
ISSUER: NINTENDO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ALLOW DISCLOSURE OF ISSUER YES AGAINST N/A
SHAREHOLDER MEETING MATERIALS ON THEINTERNET, ALLOW
USE OF ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS,
APPOINT INDEPENDENT AUDITORS, APPROVE MINOR
REVISIONS RELATED TO THE NEW COMMERCIAL CODE
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #5: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
AUDITORS
------------------------------------------------------------------------------------
ISSUER: NIPPON MINING HOLDINGS INC, TOKYO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES ABSTAIN N/A
PROPOSAL #2: AMEND ARTICLES TO: ADOPT REDUCTION OF ISSUER YES ABSTAIN N/A
LIABILITY SYSTEM FOR OUTSIDE AUDITORS,ALLOW DISCLOSURE
OF SHAREHOLDER MEETING MATERIALS ON THE INTERNET,
APPROVE MINOR REVISIONS RELATED TO THE NEW
COMMERCIAL CODE, CLARIFY THE RIGHTS AND
RESPONSIBILITIES OF OUTSIDE DIRECTORS
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #5: APPROVE REVISIONS TO REMUNERATIONS ISSUER YES ABSTAIN N/A
INCLUDING STOCK OPTIONS FOR DIRECTORS ANDAUTHORIZE THE
BOARD TO APPROVE THE USE OF THE STOCK OPTIONS
PROPOSAL #6: APPROVE RETIREMENT BENEFITS TO AUDITORS ISSUER YES ABSTAIN N/A
------------------------------------------------------------------------------------
ISSUER: NISSAN MOTOR CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND JPY 15, DIRECTORS
BONUSES JPY 390,000,000
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
ALLOW USE OF ELECTRONIC SYSTEMS FOR PUBLIC
NOTIFICATIONS, APPROVE REVISIONS RELATED TO THE NEW
COMMERCIAL CODE
PROPOSAL #3.: APPROVE ISSUANCE OF SHARE ACQUISITION ISSUER YES FOR N/A
RIGHTS AS STOCK OPTIONS TO EMPLOYEES OFTHE COMPANY AND
DIRECTORS AND EMPLOYEES OF ITS AFFILIATES
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 #5.: APPROVE PROVISION OF RETIREMENT ISSUER YES AGAINST N/A
ALLOWANCE FOR CORPORATE AUDITORS
------------------------------------------------------------------------------------
ISSUER: NOKIA CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPROVE THE BALANCE SHEETS AND INCOME ISSUER YES FOR N/A
STATEMENTS
PROPOSAL #1.2: APPROVE THE ACTION ON PROFIT OR LOSS ISSUER YES FOR N/A
AND TO PAY A DIVIDEND OF EUR 0,37 PER SHARE
PROPOSAL #1.3: GRANT DISCHARGE FROM LIABILITY ISSUER YES FOR N/A
PROPOSAL #1.4: APPROVE THE REMUNERATION OF BOARD ISSUER YES FOR N/A
MEMBERS
PROPOSAL #1.5: APPROVE THE NUMBER OF BOARD MEMBERS ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT THE BOARD MEMBERS ISSUER YES FOR N/A
PROPOSAL #1.7: APPROVE THE REMUNERATION OF AUDITOR(S) ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT THE AUDITOR(S) ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE TO DECREASE SHARE CAPITAL BY ISSUER YES FOR N/A
CANCELING THE COMPANY'S OWN SHARES
PROPOSAL #3.: APPROVE TO INCREASE SHARE CAPITAL ISSUER YES FOR N/A
PROPOSAL #4.: AUTHORIZE THE BOARD TO DECIDE ON ISSUER YES FOR N/A
ACQUIRING COMPANY'S OWN SHARES
PROPOSAL #5.: AUTHORIZE THE BOARD TO DECIDE ON ISSUER YES FOR N/A
DISPOSING COMPANY'S OWN SHARES
------------------------------------------------------------------------------------
ISSUER: NOMURA HOLDINGS,INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
APPROVE REVISIONS RELATED TO THE NEW COMMERCIAL CODE
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 #3.: APPROVE ISSUANCE OF SHARE ACQUISITION ISSUER YES FOR N/A
RIGHTS AS STOCK OPTIONS
------------------------------------------------------------------------------------
ISSUER: NOVA CHEMICALS CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/5/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. J.A. BLUMBERG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: ELECT MR. F.P. BOER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: ELECT MR. J. BOUGIE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. J.V. CREIGHTON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT MR. R.E. DINEEN, JR. AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT MR. L.Y. FORTIER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT MR. K.L. HAWKINS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MR. J.M. LIPTON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: ELECT MR. A.M. LUDWICK AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. J.E. NEWALL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.11: ELECT MR. J.G. RENNIE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS OF NOVA CHEMICALS
PROPOSAL #1.12: ELECT MR. J.M. STANFORD AS A DIRECTOR ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: NOVARTIS AG, BASEL
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/28/2006 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 2005
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 SPECIFIED AND A TOTAL
DIVIDEND PAYMENT OF CHF 2,853,181,576 IS EQUIVALENT TO
A GROSS DIVIDEND OF CHF 1.15 PER REGISTERED SHARE OF
CHF 0.50 NOMINAL VALUE ENTITLED TO DIVIDENDS AS
SPECIFIED
PROPOSAL #4.: APPROVE THAT THE SHARE CAPITAL BE ISSUER YES FOR N/A
REDUCED BY CHF 5,100,000 FROM CHF 1,369,585,500 TO CHF
1,364,485,500, THAT THE CORRESPONDING NUMBER OF
REGISTERED SHARES BE SUBSEQUENTLY CANCELLED AND THAT
THE RELEVANT CLAUSE IN THE ARTICLES OF INCORPORATION
BE AMENDED; AND AMEND THE ARTICLE 4 OF THE ARTICLES OF
INCORPORATION AS SPECIFIED
PROPOSAL #5.: AMEND THE ARTICLE 21 PARAGRAPH 3 OF THE ISSUER YES FOR N/A
ARTICLES OF INCORPORATION AS SPECIFIED
PROPOSAL #6.1: APPROVE THE RETIREMENT OF PROF. HELMUT ISSUER YES FOR N/A
SIHLER J.D. FROM THE BOARD OF DIRECTORS WITH EFFECT
FROM THE AGM OF 28 FEB 2006
PROPOSAL #6.2: RE-ELECT PROF. SRIKANT M. DATAR, MR. ISSUER YES FOR N/A
WILLIAM W. GEORGE, DR. ING, MR. WENDELIN WIEDEKING AND
PROF. ROLF M. ZINKERNAGEL M.D. FOR A THREE-YEAR TERM
EACH AS THE DIRECTORS
PROPOSAL #6.3: ELECT MR. ANDREAS VON PLANTA PH.D. AS A ISSUER YES FOR N/A
DIRECTOR FOR A THREE-YEAR TERM
PROPOSAL #7.: APPOINT PRICEWATERHOUSECOOPERS AG AS THE ISSUER YES FOR N/A
AUDITORS AND THE GROUP AUDITORS
------------------------------------------------------------------------------------
ISSUER: OAO LUKOIL
TICKER: LUKOY CUSIP: 677862104
MEETING DATE: 6/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO APPROVE THE ANNUAL REPORT OF OAO ISSUER YES FOR N/A
LUKOIL FOR 2005, AND THE DISTRIBUTION OF PROFITS: THE
NET PROFIT FOR DISTRIBUTION FOR 2005 WAS EQUAL TO
66,326,909,000 ROUBLES. TO DISTRIBUTE 28,068,587,000
ROUBLES TO THE PAYMENT OF DIVIDEND FOR 2005. THE REST
OF THE NET PROFIT BE LEFT UNDISTRIBUTED. APPROVE TO
PAY DIVIDENDS.
PROPOSAL #03: TO APPOINT VAGIT YUSUFOVICH ALEKPEROV ISSUER YES FOR N/A
PRESIDENT OF OAO LUKOIL .
PROPOSAL #04A: TO ELECT THE AUDIT COMMISSION FROM THE ISSUER YES FOR N/A
LIST OF CANDIDATES APPROVED BY THE BOARD OF DIRECTORS
OF OAO LUKOIL ON 4 FEBRUARY 2006: KONDRATIEV, PAVEL
GENNADIEVICH
PROPOSAL #04B: TO ELECT THE AUDIT COMMISSION FROM THE ISSUER YES FOR N/A
LIST OF CANDIDATES APPROVED BY THE BOARD OF DIRECTORS
OF OAO LUKOIL ON 4 FEBRUARY 2006: NIKITENKO,
VLADIMIR NIKOLAEVICH
PROPOSAL #04C: TO ELECT THE AUDIT COMMISSION FROM THE ISSUER YES FOR N/A
LIST OF CANDIDATES APPROVED BY THE BOARD OF DIRECTORS
OF OAO LUKOIL ON 4 FEBRUARY 2006: SKLYAROVA, TATYANA
SERGEEVNA
PROPOSAL #05: TO RECOGNIZE AS ADVISABLE THE RETENTION ISSUER YES FOR N/A
OF THE AMOUNTS OF REMUNERATION OF MEMBERS OF THE BOARD
OF DIRECTORS AND THE AUDIT COMMISSION OF OAO LUKOIL
ESTABLISHED BY DECISION OF THE ANNUAL GENERAL
SHAREHOLDERS MEETING OF OAO LUKOIL OF 24 JUNE 2004
(MINUTES NO. 1). TO PAY REMUNERATION AND REIMBURSE
EXPENSES TO MEMBERS OF THE BOARD OF DIRECTORS AND THE
AUDIT COMMISSION
PROPOSAL #06: TO APPROVE THE COMPANY'S INDEPENDENT ISSUER YES FOR N/A
AUDITOR CLOSED JOINT STOCK COMPANY KPMG.
PROPOSAL #07: TO APPROVE AMENDMENTS AND ADDENDA TO THE ISSUER YES FOR N/A
CHARTER OF OPEN JOINT STOCK COMPANY OIL COMPANY
LUKOIL , PURSUANT TO APPENDIX 1.
PROPOSAL #08: TO APPROVE AN ADDENDUM TO THE ISSUER YES FOR N/A
REGULATIONS ON THE BOARD OF DIRECTORS OF OAO LUKOIL ,
PURSUANT TO APPENDIX 2.
PROPOSAL #09: TO APPROVE AMENDMENTS AND ADDENDA TO THE ISSUER YES FOR N/A
REGULATIONS ON THE AUDIT COMMISSION OF OAO LUKOIL ,
PURSUANT TO APPENDIX 3.
PROPOSAL #10A: TO APPROVE OIL SUPPLY CONTRACT BETWEEN ISSUER YES FOR N/A
OAO LUKOIL AND OOO LUKOIL VOLGOGRADNEFTEPERERABOTKA.
PROPOSAL #10B: TO APPROVE SUPPLY CONTACT BETWEEN OAO ISSUER YES FOR N/A
LUKOIL AND OOO LUKOIL VOLGOGRADNEFTEPERERABOTKA.
PROPOSAL #10C: TO APPROVE SUPPLEMENTAL AGREEMENT TO ISSUER YES FOR N/A
SHAREHOLDER LOAN AGREEMENT NO. 0510225 OF 29 MARCH
2005 BETWEEN OAO LUKOIL AND OOO NARYANMARNEFTEGAZ.
PROPOSAL #10D: TO APPROVE SUPPLEMENTAL AGREEMENT TO ISSUER YES FOR N/A
SHAREHOLDER LOAN AGREEMENT NO. 0610114 OF 3 MARCH 2005
BETWEEN OAO LUKOIL AND OOO NARYANMARNEFTEGAZ.
PROPOSAL #10E: TO APPROVE LOAN AGREEMENT BETWEEN OAO ISSUER YES FOR N/A
LUKOIL AND OOO NARYANMARNEFTEGAZ.
PROPOSAL #10F: TO APPROVE LOAN AGREEMENT BETWEEN OAO ISSUER YES FOR N/A
LUKOIL AND OOO NARYANMARNEFTEGAZ.
PROPOSAL #10G: TO APPROVE POLICY (CONTRACT) ON ISSUER YES FOR N/A
INSURING THE LIABILITY OF DIRECTORS, OFFICERS AND
CORPORATIONS BETWEEN OAO LUKOIL AND OAO KAPITAL
STRAKHOVANIE.
PROPOSAL #2: ELECTION OF DIRECTORS - Elect 11 ISSUER YES FOR N/A
Directors by Cumulative Voting
PROPOSAL #2: ELECTION OF DIRECTORS - Elect 11 ISSUER YES FOR N/A
Directors by Cumulative Voting
PROPOSAL #2: ELECTION OF DIRECTORS - Elect 11 ISSUER YES FOR N/A
Directors by Cumulative Voting
PROPOSAL #2: ELECTION OF DIRECTORS - Elect 11 ISSUER YES FOR N/A
Directors by Cumulative Voting
PROPOSAL #2: ELECTION OF DIRECTORS - Elect 11 ISSUER YES FOR N/A
Directors by Cumulative Voting
PROPOSAL #2: ELECTION OF DIRECTORS - Elect 11 ISSUER YES WITHHOLD N/A
Directors by Cumulative Voting
PROPOSAL #2: ELECTION OF DIRECTORS - Elect 11 ISSUER YES WITHHOLD N/A
Directors by Cumulative Voting
PROPOSAL #2: ELECTION OF DIRECTORS - Elect 11 ISSUER YES WITHHOLD N/A
Directors by Cumulative Voting
PROPOSAL #2: ELECTION OF DIRECTORS - Elect 11 ISSUER YES WITHHOLD N/A
Directors by Cumulative Voting
PROPOSAL #2: ELECTION OF DIRECTORS - Elect 11 ISSUER YES WITHHOLD N/A
Directors by Cumulative Voting
PROPOSAL #2: ELECTION OF DIRECTORS - Elect 11 ISSUER YES WITHHOLD N/A
Directors by Cumulative Voting
PROPOSAL #2: ELECTION OF DIRECTORS - Elect 11 ISSUER YES WITHHOLD N/A
Directors by Cumulative Voting
------------------------------------------------------------------------------------
ISSUER: OLD MUTUAL PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/6/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE OMSA BROAD-BASED EMPLOYEE ISSUER YES FOR N/A
SHARE PLAN OMSA BROAD-BASED SCHEME , AS SPECIFIED AND
AUTHORIZE THE DIRECTORS OF THE COMPANY, IF THEY SEE
FIT, TO ADOPT AND ESTABLISH THE OMSA BROAD-BASED
SCHEME AND TO DO ALL ACTS AND THINGS AS THEY MAY
CONSIDER NECESSARY OR DESIRABLE TO CARRY THE OMSA
BROAD-BASED SCHEME INTO EFFECT AND TO TAKE ACCOUNT OF
THE REQUIREMENTS OF THE LONDON STOCK EXCHANGE PLC
PROPOSAL #2.: APPROVE THE OMSA SENIOR BLACK MANAGEMENT ISSUER YES FOR N/A
SHARE PLAN OMSA SENIOR BLACK MANAGEMENT SCHEME , AS
SPECIFIED AND AUTHORIZE THE DIRECTORS OF THE COMPANY,
IF THEY SEE FIT, TO ADOPT AND ESTABLISH THE OMSA
SENIOR BLACK MANAGEMENT SCHEME AND TO DO ALT ACTS AND
THINGS AS THEY MAY CONSIDER NECESSARY OR DESIRABLE TO
CARRY THE OMSA SENIOR BLACK MANAGEMENT SCHEME INTO
EFFECT AND TO TAKE ACCOUNT OF THE REQUIREMENTS OF THE
LONDON STOCK EXCHANGE PLC
PROPOSAL #3.: APPROVE THE OMSA MANAGEMENT INCENTIVE ISSUER YES FOR N/A
SHARE PLAN OMSA MANAGEMENT SCHEME , AS SPECIFIED AND
AUTHORIZE THE DIRECTORS OF THE COMPANY, IT THEY SEE
FIT, TO ADOPT AND ESTABLISH THE OMSA MANAGEMENT SCHEME
AND DO ALL ACTS AND THINGS AS THEY MAY CONSIDER
NECESSARY OR DESIRABLE TO CARRY THE OMSA MANAGEMENT
SCHEME INTO EFFECT AND TO TAKE ACCOUNT OF THE
REQUIREMENTS OF THE LONDON STOCK EXCHANGE PLC
PROPOSAL #4.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 80 OF THE COMPANIES ACT 1985, AND IN ADDITION
TO ANY PREVIOUSLY EXISTING AUTHORITY CONFERRED UPON
THE DIRECTORS OF THE COMPANY UNDER THAT SECTION, TO
ALLOT RELEVANT SECURITIES SECTION 80 FOR THE
PURPOSES OF THE OLD MUTUAL PLC PROPOSAL AS SPECIFIED,
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 23.07
MILLION; AUTHORITY EXPIRES AT THE END OF 31 DEC 2005
; AND THE BOARD MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH
AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.5: AUTHORIZE THE DIRECTORS, TO ALLOT ISSUER YES FOR N/A
EQUITY SECURITIES WITHIN THE MEANING OF SECTION 94 OF
THE COMPANIES ACT, 1985 TO THE SHARES TRUSTEE ON
BEHALF OF THE SPVS, WHICH ARE WIPHOLD FINANCIAL
SERVICE NO. 1 LIMITED, BRIMSTONE MTHA UK SPV LIMITED,
EDUCATION SPV LIMITED, BLACK DISTRIBUTORS SPV LIMITED,
AND TO THE OMSA MANAGEMENT INCENTIVE TRUST AND THE
OMSA BROAD-BASED EMPLOYEE SHARE TRUST FOR THE PURPOSES
OF THE OLD MUTUAL PLC PROPOSAL AS SPECIFIED, UP TO A
MAXIMUM NOMINAL AGGREGATE AMOUNT OF GBP 23.07 MILLION
FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY THE
IMMEDIATELY PRECEDING RESOLUTION, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) ;
AUTHORITY EXPIRES AT THE END OF 31 DEC 2005 ; AND THE
BOARD MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AGREEMENT MADE
PRIOR TO SUCH EXPIRY
PROPOSAL #S.6: APPROVE THE SCHEME OF ARRANGEMENT THE ISSUER YES FOR N/A
SCHEME BETWEEN THE COMPANY AND THE HOLDERS OF ITS
SHARES, AS SPECIFIED; AUTHORIZE THE DIRECTORS, IF THEY
SHALL SEE FIT TO DO SO, TO IMPLEMENT: A) THE
ARRANGEMENTS SET OUT IN THE SUBSCRIPTION AGREEMENTS
AND THE DEEDS AND INSTRUMENTS ANCILLARY THERETO; B)
THE ADDITIONAL ARRANGEMENTS CONTEMPLATED IN THE
CIRCULAR DATED 27 MAY 2005 FROM THE COMPANY TO ITS
SHAREHOLDERS THE CIRCULAR SO THAT THE OLD MUTUAL PLC
PROPOSAL AS OUTLINED IN THE CIRCULAR CAN BE CARRIED
INTO EFFECT IN ACCORDANCE WITH THE ARRANGEMENTS
DESCRIBED IN THE CIRCULAR, WITH SUCH NON-MATERIAL
MODIFICATIONS AS THE DIRECTORS MAY THINK FIT; APPROVE
THE BEE PROPOSALS TO BE IMPLEMENTED BY NEDBANK GROUP
LIMITED INCLUDING THE NEDBANK STAFF AND MANAGEMENT
SCHEMES , AS SPECIFIED; AND THE BEE PROPOSALS TO BE
IMPLEMENTED BY MUTUAL & FEDERAL INSURANCE COMPANY
LIMITED INCLUDING THE MUTUAL & FEDERAL STAFF AND
MANAGEMENT SCHEMES , AS SPECIFIED; AMEND THE RULES OF
THE OLD MUTUAL PLC GROUP SHARE INCENTIVE SCHEME AS
SPECIFIED AND THE AMENDMENT OF THE REFERENCE IN
PARAGRAPH 3.1.3 AS SO RENUMBERED AS SPECIFIED; AMEND
THE ARTICLES O ASSOCIATION OF THE COMPANY BY
INSERTING THE SPECIFIED PARAGRAPH AS THE SECOND
PARAGRAPH OF ARTICLE 128 CALCULATION AND CURRENCY OF
DIVIDENDS ; AND AMEND THE OBJECTS CLAUSE IN THE
MEMORANDUM OF ASSOCIATION OF THE COMPANY BY INSERTING
THE SPECIFIED WORDS IN THE FIRST SENTENCE OF CLAUSE
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ISSUER: OLD MUTUAL PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/6/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE SCHEME OF ARRANGEMENT ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: OLD MUTUAL PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PROPOSED ACQUISITION BY THE ISSUER YES FOR N/A
COMPANY OF ALL OR ANY OF THE SHARES IN THE CAPITAL OF
SKANDIA, NEW ISSUED AND TO BE ISSUED, ON THE TERMS AND
SUBJECT TO THE CONDITIONS OF THE OFFER SET OUT IN THE
OFFER DOCUMENT EXPECTED TO BE PUBLISHED BY THE
COMPANY ON 12 OCT 2005 OR ON THE TERMS AND SUBJECT TO
THE CONDITIONS OF ANY AMENDED, EXTENDED, REVISED,
RENEWED, ADDITIONAL OR OTHER OFFER OR OFFERS FOR
SHARES IN THE CAPITAL OF SKANDIA APPROVED BY THE BOARD
OF DIRECTORS OF THE COMPANY THE BOARD OR ANY DULY
CONSTITUTED COMMITTEE THEREOF (A COMMITTEE) THE
OFFER AND AUTHORIZE THE BOARD TO MAKE WAIVERS,
EXTENSION AND NON-MATERIAL AMENDMENTS OR VARIATIONS TO
ANY OF THE TERMS AND CONDITIONS OF THE OFFER AND TO
DO ALL SUCH THINGS AS IT MAY CONSIDER TO BE NECESSARY
OR DESIRABLE TO IMPLEMENT AND GIVE EFFECT TO, OR
OTHERWISE IN CONNECTION WITH, THE OFFER AN ANY MATTERS
INCIDENTAL TO THE OFFER, INCLUDING IN RESPECT OF
OPTIONS GRANTED TO EMPLOYEES OF SKANDIA OR ITS
PROPOSAL #2.: AUTHORIZE THE REMUNERATION COMMITTEE OF ISSUER YES FOR N/A
THE BOARD OF THE COMPANY SUBJECT TO THE OFFER FOR
SKANDIA BECOMING OR BEING DECLARED TO AMEND THE
PERFORMANCE MEASURES APPLICABLE TO OUTSTANDING SHARE
OPTIONS AND RESTRICTED SHARE AWARDS UNDER THE
COMPANY'S SHARE OPTION AND DEFERRED DELIVERY PLAN AND
THE COMPANY'S RESTRICTED SHARE PLAN CURRENTLY BASED ON
EARNINGS PER SHARE, SO THAT THEY ARE BASED INSTEAD,
IN RELATION TO THAT PARTY OF ANY PERFORMANCE PERIOD
BEGINNING ON OR AFTER 01 JAN 2006, UPON GROWTH IN
EARNINGS PER SHARE IN ACCORDANCE WITH EUROPEAN
EMBEDDED VALUE STANDARDS, AS SPECIFIED IN THE CIRCULAR
DATED 07 OCT 2005 FROM THE COMPANY TO ITS SHAREHOLDERS
PROPOSAL #3.: APPROVE, SUBJECT TO, AND IMMEDIATELY ISSUER YES FOR N/A
UPON, THE PROPOSED ACQUISITION OF ALL OR ANY OF THE
SHARES IN THE CAPITAL OF SKANDIA BECOMING OR BEING
DECLARED WHOLLY UNCONDITIONAL OTHER THAN ANY
CONDITION RELATING TO THE ADMISSION OF THE NEW
ORDINARY SHARES IN THE CAPITAL OF THE COMPANY TO BE
ISSUED PURSUANT TO THE OFFER TO THE OFFICIAL LIST OF
THE UK LISTING AUTHORITY AND TO TRADING ON THE LONDON
STOCK EXCHANGE , THE AUTHORIZED CAPITAL OF THE COMPANY
BE AND IS HEREBY INCREASED FROM GBP 600 MILLION TO
GBP 750 MILLION BY THE CREATION OF 1,500,000,000 NEW
ORDINARY SHARES OF 10 PENCE EACH TO RANK PARI PASSU IN
ALL RESPECTS WITH THE EXISTING ORDINARY SHARES OF 10
PENCE EACH IN THE COMPANY
PROPOSAL #4.: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER YES FOR N/A
SUBJECT TO, AND IMMEDIATELY UPON, THE PROPOSED
ACQUISITION OF ALL OR ANY OF THE SHARES IN THE CAPITAL
OF SKANDIA BECOMING OR BEING DECLARED WHOLLY
UNCONDITIONAL OTHER THAN ANY CONDITION RELATING TO
THE ADMISSION OF THE NEW ORDINARY SHARES IN THE
CAPITAL OF THE COMPANY TO BE ISSUED PURSUANT TO THE
OFFER TO THE OFFICIAL LIST OF THE UK LISTING AUTHORITY
AND TO TRADING ON THE LONDON STOCK EXCHANGE ,
PURSUANT TO SECTION 80 OF THE COMPANIES ACT 1985, AND
IN ADDITION TO ANY PREVIOUSLY EXISTING AUTHORITY
CONFERRED UPON THE DIRECTORS OF THE COMPANY UNDER THAT
SECTION, TO ALLOT RELEVANT SECURITIES SECTION 80
FOR THE PURPOSES OF THE OFFER UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 141.4 MILLION; AUTHORITY SHALL
COMMENCE ON THE DATE THIS RESOLUTION IS PASSED AND
EXPIRE AT THE END OF THE AGM OF THE COMPANY IN 2006 ;
THE COMPANY MAY ALLOT RELEVANT SECURITIES FOR THESE
PURPOSES PURSUANT TO ANY AGREEMENT ENTERED INTO AT ANY
TIME PRIOR TO THE AGM OF THE COMPANY IN 2006 WHETHER
BEFORE OR AFTER THE PASSING OF THIS RESOLUTION WHICH
WOULD OR MIGHT REQUIRE RELEVANT SECURITIES TO BE
ALLOTTED AFTER SUCH EXPIRY AND THE BOARD MAY ALLOT
RELEVANT SECURITIES IN PURSUANCE OF SUCH AGREEMENT AS
IF THE AUTHORITY CONFERRED HEREBY HAD NOT EXPIRED
------------------------------------------------------------------------------------
ISSUER: OLD MUTUAL PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/10/2006 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 OF THE GROUP FOR
THE YE 31 DEC 2005
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 3.65P PER ISSUER YES FOR N/A
ORDINARY SHARE
PROPOSAL #3.1: ELECT MR. R.J. KHOZA AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #3.2: RE-ELECT MR. N.D.T. ANDREWS AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #3.3: RE-ELECT MR. R. BOGNI AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #3.4: RE-ELECT MR. N.N. BROADHURST AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #4.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR N/A
AUDITORS TO THE COMPANY
PROPOSAL #5.: AUTHORIZE THE AUDIT COMMITTEE TO SETTLE ISSUER YES FOR N/A
THE AUDITORS REMUNERATION
PROPOSAL #6.: APPROVE THE REMUNERATION REPORT IN THE ISSUER YES FOR N/A
COMPANY'S REPORT AND ACCOUNTS FOR THE YE 31 DEC 2005
PROPOSAL #7.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 80 OF THE COMPANIES ACT 1985 AND IN
SUBSTITUTION FOR THE AUTHORITY GRANTED UNDER THAT
SECTION AT THE AGM OF THE COMPANY HELD ON 11 MAY 2005
BUT IN ADDITION AND WITHOUT PREJUDICE TO THE
AUTHORITY GRANTED AT THE EGM OF THE COMPANY HELD ON 14
NOV 2005, IN SO FAR AS NOT ALREADY USED , TO ALLOT
RELEVANT SECURITIES SECTION 80 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 53,563,000; 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, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF THE RESOLUTION 7, TO ALLOT EQUITY
SECURITIES SECTION 94 OF THE COMPANIES ACT 1985 UP
TO A MAXIMUM NOMINAL AGGREGATE AMOUNT OF GBP
26,781,000 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) OF THAT
ACT DID NOT APPLY TO ANY SUCH ALLOTMENT; AUTHORITY
EXPIRES AT THE NEXT AGM OF THE COMPANY ; 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.9: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE
MARKET PURCHASES OF UP TO 535,630,000 ORDINARY SHARES
OF 10P EACH IN THE COMPANY, AT A MINIMUM PRICE OF 10P
AND NOT MORE THAN 5% ABOVE THE AVERAGE OF THE 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 2007 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 AND
IV)ALL ORDINARY SHARES PURCHASED PURSUANT TO THE SAID
AUTHORITY SHALL EITHER: A) BE CANCELLED IMMEDIATELY
UPON COMPLETION OF THE PURCHASE OR B) BE HELD, SOLD,
TRANSFERRED OR OTHERWISE DEALT WITH AS TREASURY SHARES
IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES
ACT 1985
PROPOSAL #s.10: APPROVE, IN ACCORDANCE WITH SECTION ISSUER YES FOR N/A
164 OF THE COMPANIES ACT 1985 AND AUTHORIZE THE
COMPANY TO MAKE OFF-MARKET PURCHASES OF ITS SHARES
PURSUANT TO EACH SUCH CONTRACT AS FOLLOWS: I) CONTRACT
BETWEEN THE COMPANY AND MERRILL LYNCH SOUTH AFRICA
(PTY) LIMITED RELATING TO ORDINARY SHARES OF 10P EACH
IN THE COMPANY ORDINARY SHARES TRADED ON THE JSE
LIMITED, PURSUANT TO WHICH THE COMPANY MAY MAKE OFF-
MARKET PURCHASES FROM MERRILL LYNCH SOUTH ATTICA (PTY)
LIMITED OF UP TO A MAXIMUM OF 535,630,000 ORDINARY
SHARES IN AGGREGATE SUCH MAXIMUM NUMBER TO BE REDUCED
BY ANY PURCHASES MADE PURSUANT TO THE AUTHORITY IN
RESOLUTION 9 ABOVE OR ANY OF THE OTHER CONTINGENT
PURCHASE CONTRACTS REFERRED TO IN THIS RESOLUTION 10 ;
II) CONTRACT BETWEEN THE COMPANY AND DEUTSCHE
SECURITIES RELATING TO ORDINARY SHARES TRADED ON THE
JSE LIMITED PURSUANT 10 WHICH THE COMPANY MAY MAKE
OFF-MARKET PURCHASES FROM DEUTSCHE SECURITIES OF UP TO
A MAXIMUM OF 535,630,000 ORDINARY SHARES IN AGGREGATE
SUCH MAXIMUM NUMBER TO BE REDUCED BY ANY PURCHASES
MADE PURSUANT TO THE AUTHORITY IN RESOLUTION 9 ABOVE
OR ANY OF THE OTHER CONTINGENT PURCHASE CONTRACTS
REFERRED TO IN THIS RESOLUTION 10 ; III) CONTRACT
BETWEEN THE COMPANY AND STOCKBROKERS MALAWI LIMITED
RELATING TO ORDINARY SHARES TRADED ON THE MALAWI STOCK
EXCHANGE, PURSUANT TO WHICH THE COMPANY MAY MAKE OFF-
MARKET PURCHASES FROM STOCKBROKERS MALAWI LIMITED UP
TO A MAXIMUM OF 535,630,000 ORDINARY SHARES IN A SUCH
MAXIMUM NUMBER TO BE REDUCED BY ANY PURCHASES MADE
PURSUANT TO THE AUTHORITY IN RESOLUTION S.9 OR ANY OF
THE OTHER CONTINGENT PURCHASE CONTRACTS REFERRED TO IN
THIS RESOLUTION 10 ; IV) CONTRACT BETWEEN THE COMPANY
AND INVESTMENT HOUSE NAMIBIA (PTY) LIMITED RELATING
TO ORDINARY SHARES TRADED ON THE NAMIBIAN STOCK
EXCHANGE PURSUANT IN WHICH THE COMPANY MAY MAKE OFT-
MARKET PURCHASES FROM INVESTMENT HOUSE NAMIBIA (PTY)
LIMITED OF UP TO A MAXIMUM OF 535,630,000 ORDINARY
SHARES IN AGGREGATE SUCH MAXIMUM NUMBER TO BE REDUCED
BY ARTY PURCHASES MADE PURSUANT TO THE AUTHORITY IN
RESOLUTION S.9 OR ANY OF THE OTHER CONTINGENT PURCHASE
CONTRACTS THIS RESOLUTION ; V) CONTRACT BETWEEN THE
COMPANY AND MERRILL LYNCH INTERNATIONAL RELATING TO
ORDINARY SHARES TRADED ON THE STOCKHOLM STOCK
EXCHANGE, PURSUANT TO WHICH THE COMPANY MAY MAKE OFF-
MARKET PURCHASES FROM MERRILL LYNCH INTERNATIONAL OF
UP TO A MAXIMUM OF 535,630,000 ORDINARY SHARES IN
AGGREGATE SUCH MAXIMUM NUMBER IN BE REDUCED BY ANY
PURCHASES MADE PURSUANT IN THE AUTHORITY IN RESOLUTION
9 ABOVE OR ANY OF THE OTHER CONTINGENT PURCHASE
CONTRACTS IN THIS RESOLUTION ; VI) CONTRACT BETWEEN
THE COMPANY AND DEUTSCHE SECURITIES RELATING TO
ORDINARY SHARES TRADED ON THE STOCKHOLM STOCK EXCHANGE
PURSUANT TO WHICH THE COMPANY MAY MAKE OFF-MARKET
PURCHASES FROM DEUTSCHE SECURITIES OF UP TO A MAXIMUM
OF 535,630,000 ORDINARY SHARES IN AGGREGATE SUCH
MAXIMUM NUMBER TO BE REDUCED BY ANY PURCHASES MADE
PURSUANT TO THE AUTHORITY IN RESOLUTION S.9 OR ANY OF
THE OTHER CONTINGENT PURCHASE CONTRACTS IN THIS
RESOLUTION ; AND VII) CONTRACT BETWEEN THE COMPANY AND
------------------------------------------------------------------------------------
ISSUER: ORIX CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
APPROVE REVISIONS RELATED TO THE NEW COMMERCIAL CODE
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 AGAINST N/A
PROPOSAL #3.: APPROVE ISSUANCE OF SHARE ACQUISITION ISSUER YES FOR N/A
RIGHTS AS STOCK OPTIONS
------------------------------------------------------------------------------------
ISSUER: PATNI COMPUTER SYSTEMS
TICKER: PTI CUSIP: 703248203
MEETING DATE: 6/21/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1: TO RECEIVE, CONSIDER AND ADOPT THE ISSUER YES ABSTAIN AGAINST
AUDITED BALANCE SHEET AS AT 31 DECEMBER 2005 AND THE
PROFIT & LOSS ACCOUNT AND THE REPORTS OF THE DIRECTORS
AND THE AUDITORS THEREON.
PROPOSAL #O2: TO DECLARE DIVIDEND ON EQUITY SHARES FOR ISSUER YES ABSTAIN AGAINST
THE YEAR ENDED 31 DECEMBER 2005.
PROPOSAL #O3: TO APPOINT A DIRECTOR IN PLACE OF MR. ISSUER YES ABSTAIN AGAINST
PRADIP SHAH, WHO RETIRES BY ROTATION AND OFFERS
HIMSELF FOR REAPPOINTMENT.
PROPOSAL #O4: TO APPOINT A DIRECTOR IN PLACE OF MR. ISSUER YES ABSTAIN AGAINST
RAMESH VENKATESWARAN WHO RETIRES BY ROTATION AND
OFFERS HIMSELF FOR REAPPOINTMENT.
PROPOSAL #O5: TO APPOINT AUDITORS AND FIX THEIR ISSUER YES ABSTAIN AGAINST
REMUNERATION.
PROPOSAL #S6: APPOINTMENT OF BRANCH AUDITORS. ISSUER YES ABSTAIN AGAINST
PROPOSAL #S7: APPOINTMENT OF MR. ARUN MAIRA AS A ISSUER YES ABSTAIN AGAINST
DIRECTOR.
PROPOSAL #S8: RE-APPOINTMENT OF MR. G K PATNI AS AN ISSUER YES ABSTAIN AGAINST
EXECUTIVE DIRECTOR.
PROPOSAL #S9: RE-APPOINTMENT OF MR. A K PATNI AS AN ISSUER YES ABSTAIN AGAINST
EXECUTIVE DIRECTOR.
PROPOSAL #S10: APPOINTMENT UNDER SECTION 314 OF THE ISSUER YES ABSTAIN AGAINST
COMPANIES ACT, 1956.
PROPOSAL #S11: AMENDMENT TO THE PATNI ESOP 2003 (FOR ISSUER YES ABSTAIN AGAINST
THE COMPANY).
PROPOSAL #S12: AMENDMENT TO THE PATNI ESOP 2003 (FOR ISSUER YES ABSTAIN AGAINST
SUBSIDIARIES OF THE COMPANY).
------------------------------------------------------------------------------------
ISSUER: PETROCHINA CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORT OF THE BOARD OF THE ISSUER YES FOR N/A
COMPANY FOR THE YEAR 2005
PROPOSAL #2.: APPROVE THE REPORT OF THE SUPERVISORY ISSUER YES FOR N/A
COMMITTEE OF THE COMPANY FOR THE YEAR 2005
PROPOSAL #3.: APPROVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR N/A
OF THE COMPANY FOR THE YEAR 2005
PROPOSAL #4.: DECLARE AND PAY A FINAL DIVIDEND FOR THE ISSUER YES FOR N/A
YE 31 DEC 2005 IN THE AMOUNT AND IN THE MANNER
RECOMMENDED BY THE BOARD
PROPOSAL #5.: AUTHORIZE THE BOARD TO DETERMINE THE ISSUER YES FOR N/A
DISTRIBUTION OF THE INTERIM DIVIDEND FOR THE YEAR 2006
PROPOSAL #6.: APPROVE THE CONTINUATION OF APPOINTMENT ISSUER YES FOR N/A
OF PRICEWATERHOUSECOOPERS, CERTIFIED PUBLIC
ACCOUNTANTS AS THE INTERNATIONAL AUDITORS OF THE
COMPANY AND PRICEWATERHOUSECOOPERS, ZHONG TIAN CPAS
COMPANY LIMITED, CERTIFIED PUBLIC ACCOUNTANTS AS THE
DOMESTIC AUDITORS OF THE COMPANY, FOR THE YEAR 2006
AND AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #7.: RE-ELECT MR. ZHENG HU AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #8.: RE-ELECT MR. FRANCO BERNABE AS AN ISSUER YES FOR N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY
PROPOSAL #S.9: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST N/A
MAKE SUCH AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF
THE COMPANY TO INCREASE THE REGISTERED SHARE CAPITAL
OF THE COMPANY AND REFLECT THE NEW CAPITAL STRUCTURE
OF THE COMPANY UPON THE ALLOTMENT AND ISSUANCE OF
SHARES OF THE COMPANY AS SPECIFIED AND TO ALLOT, ISSUE
AND DEAL WITH ADDITIONAL DOMESTIC SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AND OPTIONS DURING AND AFTER THE RELEVANT
PERIOD, NOT EXCEEDING 20% OF EACH OF EACH OF ITS
EXISTING THE DOMESTIC SHARES AND OVERSEAS LISTED
FOREIGN SHARES OF THE COMPANY IN ISSUE AS AT THE DATE
OF THIS RESOLUTION; OTHERWISE THAN PURSUANT TO A) A
RIGHTS ISSUE; OR B) THE EXERCISE OF OPTIONS OR SIMILAR
ARRANGEMENT; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OR 12 MONTHS FROM THE
PASSING OF THIS RESOLUTION ; THE BOARD OF DIRECTORS
SHALL EXERCISE ITS POWER UNDER SUCH MANDATE IN
ACCORDANCE WITH THE COMPANY LAW OF THE PRC AND THE
RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK
EXCHANGE OF HONG KONG LIMITED AND ONLY IF ALL
NECESSARY APPROVALS FROM THE CHINA SECURITIES
REGULATORY COMMISSION AND/OR OTHER RELEVANT PRC
GOVERNMENT AUTHORITIES ARE OBTAINED; AND AUTHORIZE THE
BOARD OF DIRECTORS TO APPROVE, EXECUTE AND DO OR
PROCURE TO BE EXECUTED AND DONE, ALL SUCH DOCUMENTS,
DEEDS AND THINGS AS IT MAY DEEM NECESSARY IN
CONNECTION WITH THE ISSUE OF SUCH NEW SHARES
INCLUDING, WITHOUT LIMITATION, DETERMINING THE SIZE OF
THE ISSUE, THE ISSUE PRICE, THE USE OF PROCEEDS FROM
THE ISSUE, THE TARGET OF THE ISSUE AND THE PLACE AND
TIME OF THE ISSUE, MAKING ALL NECESSARY APPLICATIONS
TO THE RELEVANT AUTHORITIES, ENTERING INTO AN
UNDERWRITING AGREEMENT OR ANY OTHER AGREEMENTS , AND
MAKING ALL NECESSARY FILINGS AND REGISTRATIONS WITH
THE RELEVANT PRC, HONG KONG AND OTHER AUTHORITIES,
INCLUDING BUT NOT LIMITED TO REGISTERING THE INCREASED
REGISTERED CAPITAL OF THE COMPANY WITH THE RELEVANT
AUTHORITIES IN THE PRC IN ACCORDANCE WITH THE ACTUAL
INCREASE OF CAPITAL AS A RESULT OF THE ISSUANCE OF
SHARES PURSUANT TO THIS RESOLUTION
PROPOSAL #10.: OTHER MATTERS IF ANY ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
TICKER: PBR CUSIP: 71654V408
MEETING DATE: 7/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE 300% STOCK SPLIT OF ISSUER YES FOR FOR
COMPANY SHARES, RESULTING IN THE DISTRIBUTION, AT NO
COST, OF 3 (THREE) NEW SHARES OF THE SAME TYPE FOR 1
(ONE) SHARE HELD ON AUGUST 31, 2005, AS SET FORTH IN
THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH.
PROPOSAL #02: APPROVAL TO CHANGE ARTICLE 4 OF THE ISSUER YES FOR FOR
COMPANY'S BYLAWS IN LIGHT OF ITEM I, AS SET FORTH IN
THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH.
------------------------------------------------------------------------------------
ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
TICKER: PBR CUSIP: 71654V408
MEETING DATE: 8/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE PROTOCOL AND ISSUER YES FOR FOR
JUSTIFICATION OF THE OPERATION FOR THE PARTIAL AND
DISPROPORTIONAL SPINNING OFF OF DOWNSTREAM
PARTICIPACOES LTDA AND THE INCORPORATION OF THE
DIVESTED PORTION BY PETROLEO BRASILEIRO S.A. -
PETROBRAS , DATED JULY 31, 2005
PROPOSAL #02: RATIFICATION AND NOMINATION OF THE ISSUER YES FOR FOR
SPECIALIZED COMPANY FOR APPRAISING THE ASSETS TO BE
SPUN OFF AND SUBSEQUENTLY INCORPORATED
PROPOSAL #03: APPROVAL OF THE VALUATION REPORT OF THE ISSUER YES FOR FOR
SPUN OFF PORTION TO BE INCORPORATED BY PETROBRAS
PROPOSAL #04: APPROVAL OF THE SPINNING OFF FOLLOWED BY ISSUER YES FOR FOR
INCORPORATION OF THE ASSETS OF THE DIVESTED PART OF
THE COMPANY ACCORDING TO THE PROCEDURE IN THE DOCUMENT
TO WHICH ITEM 1 ABOVE REFERS
PROPOSAL #05: AUTHORIZATION FOR THE EXECUTIVE BOARD TO ISSUER YES FOR FOR
PRACTICE ALL NECESSARY ACTS FOR THE EXECUTION OF THE
ABOVE ITEMS
PROPOSAL #06: APPROVAL OF THE ELECTION OF JOSE SERGIO ISSUER YES FOR FOR
GABRIELLI DE AZEVEDO, CHIEF EXECUTIVE OFFICER, AS A
MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY
------------------------------------------------------------------------------------
ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
TICKER: PBR CUSIP: 71654V408
MEETING DATE: 4/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A1: APPROVAL OF THE MANAGEMENT REPORT, ISSUER YES FOR FOR
FINANCIAL STATEMENTS AND AUDIT COMMITTEE'S OPINION FOR
THE FISCAL YEAR 2005.
PROPOSAL #A2: APPROVAL OF THE CAPITAL EXPENDITURE ISSUER YES FOR FOR
BUDGET FOR THE FISCAL YEAR 2006.
PROPOSAL #A3: APPROVAL OF THE DISTRIBUTION OF RESULTS ISSUER YES FOR FOR
FOR THE FISCAL YEAR 2005.
PROPOSAL #A4: APPROVAL OF THE ELECTION OF MEMBERS OF ISSUER YES FOR FOR
THE BOARD OF DIRECTORS.*
PROPOSAL #A5: APPROVAL OF THE ELECTION OF CHAIRMAN OF ISSUER YES FOR FOR
THE BOARD OF DIRECTORS.*
PROPOSAL #A6: APPROVAL OF THE ELECTION OF MEMBERS OF ISSUER YES FOR FOR
THE FISCAL COUNCIL AND THEIR RESPECTIVE SUBSTITUTES.*
PROPOSAL #A7: APPROVAL OF THE ESTABLISHMENT OF THE ISSUER YES AGAINST AGAINST
MANAGEMENT COMPENSATION, AS WELL AS THEIR
PARTICIPATION IN THE PROFITS PURSUANT TO ARTICLES 41
AND 56 OF THE COMPANY'S BYLAWS, AS WELL OF MEMBERS OF
THE FISCAL COUNCIL.
PROPOSAL #E1: APPROVAL OF THE INCREASE IN THE CAPITAL ISSUER YES FOR FOR
STOCK THROUGH THE INCORPORATION OF PART OF THE REVENUE
RESERVES CONSTITUTED IN PREVIOUS FISCAL YEARS
AMOUNTING TO R$ 15.352 MILLION, INCREASING THE CAPITAL
STOCK FROM R$ 32,896 MILLION TO R$ 48.248 MILLION
WITHOUT ANY CHANGE TO THE NUMBER OF ISSUED SHARES
PURSUANT TO ARTICLE 40, ITEM III OF THE COMPANY'S
BYLAWS.
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ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
TICKER: PBR CUSIP: 71654V408
MEETING DATE: 5/22/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE PROTOCOL AND ISSUER YES FOR FOR
JUSTIFICATION OF THE INCORPORATION OF THE SHARES OF
PETROBRAS QUIMICA S.A. - PETROQUISA BY PETROLEO
BRASILEIRO S.A.
PROPOSAL #02: RATIFICATION AND APPOINTMENT OF A ISSUER YES FOR FOR
SPECIALIZED FIRM TO EVALUATE THE SHAREHOLDERS EQUITY
AND BOOK VALUE OF PETROBRAS
PROPOSAL #03: APPROVAL OF THE VALUATION OF THE ISSUER YES FOR FOR
SHAREHOLDERS EQUITY AND BOOK VALUE REPORT OF PETROBRAS
PROPOSAL #04: APPROVAL OF THE VALUATION OF THE ISSUER YES FOR FOR
SHAREHOLDERS EQUITY BOOK VALUE AND NET BOOK ASSETS OF
PETROQUISA
PROPOSAL #05: RATIFICATION AND APPOINTMENT OF A ISSUER YES FOR FOR
SPECIALIZED FIRM TO UNDERTAKE AN ECONOMIC AND
FINANCIAL VALUATION OF PETROBRAS
PROPOSAL #06: APPROVAL OF THE ECONOMIC AND FINANCIAL ISSUER YES FOR FOR
VALUATION OF PETROBRAS
PROPOSAL #07: APPROVAL OF THE INCORPORATION OF THE ISSUER YES FOR FOR
TOTAL NUMBER OF PETROQUISA SHARES HELD BY MINORITY
SHAREHOLDERS INTO PETROBRAS EQUITY
PROPOSAL #08: APPROVAL OF THE ALTERATIONS TO PETROBRAS ISSUER YES FOR FOR
BYLAWS AS PROVIDED FOR IN THE PROTOCOL AND
JUSTIFICATION OF THE INCORPORATION OF THE SHARES OF
PETROBRAS QUIMICA S.A. - PETROQUISA BY PETROLEO
BRASILEIRO S.A. - PETROBRAS
PROPOSAL #09: AUTHORIZATION FOR THE EXECUTIVE BOARD TO ISSUER YES FOR FOR
PRACTICE ALL THE ACTS NEEDED FOR THE EXECUTION OF THE
ABOVE ACTIONS
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ISSUER: PETROLEO BRASILEIRO SA PETROBRAS
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PROTOCOL AND JUSTIFICATION ISSUER NO N/A N/A
FOR THE TRANSACTION OF DISPROPORTIONAL SPIN-OFF OF
DOWNSTREAM PARTICIPACOES LTDA AND ACQUISITION OF PART
SPUN OFF BY PETROLEO BRASILEIRO S.A PETROBRAS, DATED
31 JUL 2005
PROPOSAL #2.: APPOINT A SPECIALIZED FIRM THAT WILL ISSUER NO N/A N/A
APPRAISE THE ASSETS THAT ARE OBJECT OF THIS OPERATION
OF SPIN-OFF FOLLOWED BY ACQUISITION
PROPOSAL #3.: APPROVE THE VALUATION REPORT OF THE PART ISSUER NO N/A N/A
TRANSFERRED AND TO BE ACQUIRED BY PETROBRAS
PROPOSAL #4.: APPROVE THE SPIN-OFF FOLLOWED BY THE ISSUER YES FOR N/A
ACQUISITION OF THE ASSETS REPRESENTED BY THE PART SPUN
OF FROM THE COMPANY, IN THE MANNER STATED IN THE
DOCUMENT
PROPOSAL #5.: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
CARRY OUT ALL ACTS THAT ARE NECESSARY TO PUT THE ABOVE
MATTERS INTO EFFECT
PROPOSAL #6.: ELECT A MEMBER OF THE BOARD OF DIRECTORS ISSUER NO N/A N/A
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ISSUER: PETROLEO BRASILEIRO SA PETROBRAS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.: RECEIVE THE BOARD OF DIRECTORS ANNUAL ISSUER NO N/A N/A
REPORT, THE FINANCIAL STATEMENTS AND THE FINANCE
COMMITTEE REPORT RELATING TO FY OF 2005
PROPOSAL #II.: APPROVE THE BUDGET OF CAPITAL, RELATIVE ISSUER NO N/A N/A
TO THE EXERCISE 2006
PROPOSAL #III.: APPROVE THE DESTINATION OF THE YE ISSUER NO N/A N/A
RESULTS OF 2005
PROPOSAL #IV.: ELECT THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #V.: ELECT THE PRESIDENT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #VI.: ELECT THE MEMBERS OF THE FINANCE ISSUER YES FOR N/A
COMMITTEE AND THE RESPECTIVE SUBSTITUTES
PROPOSAL #VII.: 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 ARTICLES 41ST AND 56TH OF THE
COMPANY BY-LAWS
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ISSUER: PHILIPPINE LONG DISTANCE TEL CO MEDIUM TERM NTS BOOK ENTRY
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/13/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE 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 PRESIDENT'S REPORT ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR N/A
FOR THE PERIOD ENDED 31 DEC 2005 CONTAINED IN THE
COMPANY'S 2005 ANNUAL REPORT
PROPOSAL #5.: ELECT THE DIRECTORS INCLUDING ISSUER YES FOR N/A
INDEPENDENT DIRECTORS FOR THE ENSUING YEAR
PROPOSAL #6.: OTHER BUSINESS ISSUER YES AGAINST N/A
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ISSUER: PING AN INS GROUP CO CHINA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO TRANSFER THE H SHARES ISSUER YES ABSTAIN N/A
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ISSUER: PING AN INS GROUP CO CHINA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/25/2006 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 THE BOARD OF DIRECTORS FOR
THE YE 31 DEC 2005
PROPOSAL #2.: APPROVE THE REPORT OF THE SUPERVISORY ISSUER YES ABSTAIN N/A
COMMITTEE OF THE COMPANY FOR THE YE 31 DEC 2005
PROPOSAL #3.: APPROVE THE REPORT OF THE AUDITORS AND ISSUER YES ABSTAIN N/A
THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR
THE YE 31 DEC 2005
PROPOSAL #4.: APPROVE THE PROFIT DISTRIBUTION PLAN FOR ISSUER YES ABSTAIN N/A
THE YE 31 DEC 2005 AND THE RECOMMENDATION FOR 2006
SPECIAL INTERIM DIVIDEND
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 TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT AGM AND AUTHORIZE THE BOARD OF
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #6.: RE-APPOINT MR. MA MINGZHE AS AN ISSUER YES ABSTAIN N/A
EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD THE OFFICE
FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #7.: RE-APPOINT MR. SUN JIANYI AS AN ISSUER YES ABSTAIN N/A
EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD THE OFFICE
FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #8.: APPOINT MR. CHEUNG CHI YAN LOUIS AS AN ISSUER YES ABSTAIN N/A
EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD THE OFFICE
FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #9.: RE-APPOINT MR. HUANG JIANPING AS AN NON- ISSUER YES ABSTAIN N/A
EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD THE OFFICE
FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #10.: RE-APPOINT MR. LIN YU FEN AS AN NON- ISSUER YES ABSTAIN N/A
EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD THE OFFICE
FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #11.: RE-APPOINT MR. CHEUNG LEE WAH AS AN ISSUER YES ABSTAIN N/A
NON-EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD THE
OFFICE FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #12.: RE-APPOINT MR. ANTHONY PHILIP HOPE AS A ISSUER YES ABSTAIN N/A
NON-EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD THE
OFFICE FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #13.: RE-APPOINT MR. DOU WENWEI AS A NON- ISSUER YES ABSTAIN N/A
EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD THE OFFICE
FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #14.: RE-APPOINT MR. FAN GANG AS A NON- ISSUER YES ABSTAIN N/A
EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD THE OFFICE
FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #15.: RE-APPOINT MS. LIN LIJUN AS A NON- ISSUER YES ABSTAIN N/A
EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD THE OFFICE
FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #16.: RE-APPOINT MR. SHI YUXIN AS A NON- ISSUER YES ABSTAIN N/A
EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD THE OFFICE
FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #17.: RE-APPOINT MR. HU AIMIN AS A NON- ISSUER YES ABSTAIN N/A
EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD THE OFFICE
FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #18.: RE-APPOINT MR. CHEN HANGBO AS A NON- ISSUER YES ABSTAIN N/A
EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD THE OFFICE
FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #19.: APPOINT MR. WONG TUNG SHUN PETER AS A ISSUER YES ABSTAIN N/A
NON-EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD THE
OFFICE FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #20.: APPOINT MR. NG SING YIP AS A NON- ISSUER YES ABSTAIN N/A
EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD THE OFFICE
FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #21.: RE-APPOINT MR. BAO YOUDE AS AN ISSUER YES ABSTAIN N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY TO
HOLD THE OFFICE FOR A TERM OF 3 YEARS WITH IMMEDIATE
EFFECT
PROPOSAL #22.: RE-APPOINT MR. KWONG CHE KEUNG GORDON ISSUER YES ABSTAIN N/A
AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE
COMPANY TO HOLD THE OFFICE FOR A TERM OF 3 YEARS WITH
IMMEDIATE EFFECT
PROPOSAL #23.: RE-APPOINT MR. CHEUNG WING YUI AS AN ISSUER YES ABSTAIN N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY TO
HOLD THE OFFICE FOR A TERM OF 3 YEARS WITH IMMEDIATE
EFFECT
PROPOSAL #24.: RE-APPOINT MR. CHOW WING KIN ANTHONY AS ISSUER YES ABSTAIN N/A
AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY
TO HOLD THE OFFICE FOR A TERM OF 3 YEARS WITH
IMMEDIATE EFFECT
PROPOSAL #25.: RE-APPOINT MR. XIAO SHAOLIAN AS AN ISSUER YES ABSTAIN N/A
INDEPENDENT SUPERVISOR OF THE COMPANY TO HOLD THE
OFFICE FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #26.: RE-APPOINT MR. SUN FUXIN AS AN ISSUER YES ABSTAIN N/A
INDEPENDENT SUPERVISOR OF THE COMPANY TO HOLD THE
OFFICE FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #27.: APPOINT MR. DONG LIKUN AS AN ISSUER YES ABSTAIN N/A
INDEPENDENT SUPERVISOR OF THE COMPANY TO HOLD THE
OFFICE FOR A TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #28.: RE-APPOINT MS. DUAN WEIHONG AS A ISSUER YES ABSTAIN N/A
SUPERVISOR OF THE COMPANY REPRESENTING THE
SHAREHOLDERS OF THE COMPANY TO HOLD THE OFFICE FOR A
TERM OF 3 YEARS WITH IMMEDIATE EFFECT
PROPOSAL #29.: APPOINT MR. LIN LI AS A SUPERVISOR OF ISSUER YES ABSTAIN N/A
THE COMPANY REPRESENTING THE SHAREHOLDERS OF THE
COMPANY TO HOLD THE OFFICE FOR A TERM OF 3 YEARS WITH
IMMEDIATE EFFECT
PROPOSAL #30.: APPOINT MR. CHE FENG AS A SUPERVISOR OF ISSUER YES ABSTAIN N/A
THE COMPANY REPRESENTING THE SHAREHOLDERS OF THE
COMPANY TO HOLD THE OFFICE FOR A TERM OF 3 YEARS WITH
IMMEDIATE EFFECT
PROPOSAL #31.: APPROVE THE EMOLUMENT PLAN FOR THE 7TH ISSUER YES ABSTAIN N/A
BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #32.: APPROVE THE EMOLUMENT PLAN FOR THE 5TH ISSUER YES ABSTAIN N/A
SUPERVISORY COMMITTEE OF THE COMPANY
PROPOSAL #S.33: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES ABSTAIN N/A
WITH THE RELEVANT REQUIREMENTS OF THE RULES GOVERNING
THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF
HONG KONG LIMITED, THE ARTICLES OF ASSOCIATION OF THE
COMPANY AND THE APPLICABLE LAWS AND REGULATIONS OF THE
PEOPLE'S REPUBLIC OF CHINA, TO ISSUE, ALLOT 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 AND TO MAKE OR GRANT OFFERS,
AGREEMENTS, OPTIONS AND RIGHTS OF EXCHANGE OR
CONVERSION DURING AND AFTER THE RELEVANT PERIOD, NOT
EXCEEDING THE AGGREGATE OF 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 AUTHORIZE THE BOARD OF DIRECTORS TO
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.34: AMEND THE ARTICLES 7, 12, 19, 2ND ISSUER YES ABSTAIN N/A
PARAGRAPH OF ARTICLE 49, 61(3) AND (13), 65, 88, 91,
95, 111, 5TH PARAGRAPH OF ARTICLE 112, 119, 120, 2ND
PARAGRAPH OF ARTICLE 128, 3RD PARAGRAPH OF ARTICLE
133, 134, 136, 186, 187, 188 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY AS SPECIFIED
PROPOSAL #S.35: APPROVE THE AUTHORIZATION OF THE LEGAL ISSUER YES ABSTAIN N/A
REPRESENTATIVE OF THE COMPANY TO AMEND THE PROVISIONS
RELATING TO THE PROMOTER SHARES UNDER THE APPENDIX OF
THE ARTICLES OF ASSOCIATION OF THE COMPANY
------------------------------------------------------------------------------------
ISSUER: POHANG IRON & STL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/24/2006 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
RETAINED EARNINGS FOR THE 38TH FY: PURSUANT TO THE
ARTICLE 449 OF THE KOREAN COMMERCIAL ACT AND THE
ARTICLE 53 OF THE ARTICLES OF INCORPORATION
PROPOSAL #2.: APPROVE, PURSUANT TO THE ARTICLE 433 OF ISSUER YES FOR N/A
THE KOREAN COMMERCIAL ACT METHOD OF AMENDMENTS TO THE
ARTICLES OF INCORPORATION AND THE ARTICLE 24 OF THE
ARTICLES OF INCORPORATION, THE PARTIAL AMENDMENT TO
THE ARTICLES OF INCORPORATION AS FOLLOWS: ELECTION OF
PRESIDING DIRECTOR OF THE BOARD OF DIRECTORS AMONG
DIRECTORS OTHER THAN CHAIRMAN/REPRESENTATIVE DIRECTOR
(CEO), ABOLITION OF THE STOCK OPTION SYSTEM,
ESTABLISHMENT OF GROUND FOR OPERATING CEO CANDIDATE
RECOMMENDATION COMMITTEE, SUPPLEMENTATION OF
PROVISIONS FOR ENHANCING ELASTIC PERSONNNEL OPERATION
OF OFFICERS, ADDITION OF EDUCATIONAL SERVICE TO
BUSINESS PURPOSE
PROPOSAL #3.1.1: APPROVE, PURSUANT TO THE ARTICLE 191- ISSUER YES FOR N/A
16 OF THE KOREAN SECURITIES AND EXCHANGEACT AND THE
ARTICLE 28 OF THE ARTICLES OF INCORPORATION, TO ELECT
MR. YOUNG JU PARK CEO AND PRESIDENT OF EAGON COMPANY
AS A OUTSIDE DIRECTOR
PROPOSAL #3.1.2: APPROVE, PURSUANT TO THE ARTICLE 191- ISSUER YES FOR N/A
16 OF THE KOREAN SECURITIES AND EXCHANGEACT AND THE
ARTICLE 28 OF THE ARTICLES OF INCORPORATION, TO ELECT
MR. SUNG KWAN HUH PROFESSOR OF MANAGEMENT AT DONG-A
UNIVERSITY AS A OUTSIDE DIRECTOR
PROPOSAL #3.2: APPROVE, PURSUANT TO THE ARTICLE 415-2 ISSUER YES FOR N/A
OF THE KOREAN COMMERCIAL ACT, THE ARTICLE 191-17 OF
KOREAN SECURITIES AND EXCHANGE ACT AND THE ARTICLE 28
OF THE ARTICLES OF INCORPORATION, TO ELECT MR. YOON
SUK SUH DEAN OF THE COLLEGE OF BUSINESS
ADMINISTRATION AT EWHA WOMANS UNIVERSITY , WHO IS A
OUTSIDE DIRECTOR, AS A AUDIT COMMITTEE MEMBER
PROPOSAL #3.3: APPROVE, PURSUANT TO THE ARTICLE 382 OF ISSUER YES FOR N/A
THE KOREAN COMMERCIAL ACT, AND THE ARTICLE 28 OF THE
ARTICLES OF INCORPORATION, TO ELECT MR. SOUNG SIK CHO
EXECUTIVE VICE PRESIDENT, POSCO & SENIOR VICE
PRESIDENT, POSCO AS A STANDING DIRECTOR
PROPOSAL #4.: APPROVE, PURSUANT TO THE ARTICLE 388 OF ISSUER YES FOR N/A
THE KOREAN COMMERCIAL ACT, AND THE ARTICLE 36 OF THE
ARTICLES OF INCORPORATION, TO LIMIT THE TOTAL
REMUNERATION FOR THE DIRECTORS (KRW 6.0 BILLIONS) IN
THE 39TH FY
PROPOSAL #5.: APPROVE, PURSUANT TO THE ARTICLE 24 OF ISSUER YES FOR N/A
THE ARTICLES OF INCORPORATION, TO WAIVER THE CLAIM FOR
OVERPAID EMPLOYMENT BENEFIT
------------------------------------------------------------------------------------
ISSUER: PT ASTRA INTERNATIONAL TBK
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT AND RATIFY THE ISSUER YES FOR N/A
ANNUAL CALCULATION FOR BOOK YEAR 2005
PROPOSAL #2.: APPROVE TO DETERMINE THE PROFIT ISSUER YES FOR N/A
UTILIZATION
PROPOSAL #3.: APPOINT THE BOARD OF COMMISSIONERS ISSUER YES FOR N/A
INCLUDING THE INDEPENDENT COMMISSIONERS AND APPROVE TO
DETERMINE THE SALARY, ALLOWANCES FOR THE DIRECTORS
AND HONORARIUM FOR THE COMMISSIONERS
PROPOSAL #4.: APPOINT THE PUBLIC ACCOUNTANT FOR THE ISSUER YES FOR N/A
BOOK YEAR 2006
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ISSUER: PT INDOSAT TBK
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE CHANGE OF THE VICE PRESIDENT ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
------------------------------------------------------------------------------------
ISSUER: PT TOBA PULP LESTARI TBK
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT FOR THE BOOK ISSUER YES FOR N/A
YEAR 2005
PROPOSAL #2.: APPROVE AND RATIFY THE BALANCE SHEET AND ISSUER YES FOR N/A
PROFIT OR LOSS STATEMENT FOR THE BOOK YEAR 2005
PROPOSAL #3.: APPROVE TO DETERMINE THE PROFIT ISSUER YES FOR N/A
UTILIZATION FOR THE BOOK YEAR 2005
PROPOSAL #4.: APPOINT THE PUBLIC ACCOUNTANT FOR THE ISSUER YES FOR N/A
BOOK YEAR 2006
PROPOSAL #5.: APPROVE TO GRANT ACQUIT DE CHARGE ISSUER YES FOR N/A
PROPOSAL #6.: APPOINT THE NEW MEMBER OF THE BOARD OF ISSUER YES FOR N/A
COMMISSIONERS
PROPOSAL #7.: OTHERS ISSUER YES AGAINST N/A
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ISSUER: PTT PUB CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/11/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE MINUTES OF EGM OF ISSUER YES FOR N/A
SHAREHOLDER NO.1/2005 HELD ON 10 AUG 2005
PROPOSAL #2.: APPROVE THE PTT'S 2005 OPERATING RESULTS ISSUER YES FOR N/A
AND THE AUDITED BALANCE SHEET AND THE INCOME
STATEMENTS FOR THE YE 31 DEC 2005
PROPOSAL #3.: APPROVE THE ANNUAL NET PROFIT ALLOCATION ISSUER YES FOR N/A
FOR THE YEAR 2005 AND DIVIDEND PAYMENT
PROPOSAL #4.: APPROVE THE ELECTION OF THE DIRECTORS IN ISSUER YES FOR N/A
REPLACEMENT OF THOSE WHO ARE DUE TO RETIRE BY ROTATION
PROPOSAL #5.: APPROVE TO DETERMINE THE REMUNERATION ISSUER YES FOR N/A
FOR PTT'S BOARD OF DIRECTORS FOR THE YEAR 2006
PROPOSAL #6.: APPOINT THE AUDITOR AND APPROVE TO ISSUER YES FOR N/A
DETERMINE ITS REMUNERATION FOR THE YEAR 2006
PROPOSAL #7.: APPROVE THE 5 YEAR FINANCING PLAN OF PTT ISSUER YES FOR N/A
2006-2010
PROPOSAL #8.: APPROVE TO ISSUE OF 20,000,000 WARRANTS ISSUER YES FOR N/A
TO THE PRESIDENT, THE EXECUTIVES, THE EMPLOYEES OF PTT
AND EMPLOYEES OF PTT'S AFFILIATED COMPANIES WHO HOLD
ANY PERMANENT OFFICE IN PTT UNDER THE ESOP SCHEME
PTT-W2
PROPOSAL #9.: APPROVE THE INCREASE OF REGISTERED ISSUER YES FOR N/A
CAPITAL OF 20,000,000 SHARES AND AMEND THE CLAUSE 4 OF
PTT'S MEMORANDUM OF ASSOCIATION SO AS TO REFLECT THE
INCREASE OF REGISTERED CAPITAL
PROPOSAL #10.: APPROVE THE ALLOCATION OF PTT'S NEW ISSUER YES FOR N/A
ORDINARY SHARES
PROPOSAL #11.: OTHER BUSINESS IF ANY ISSUER YES AGAINST N/A
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ISSUER: PTT PUBLIC COMPANY LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO CERTIFY THE MINUTES OF THE ISSUER YES FOR N/A
SHAREHOLDERS AGM 2005
PROPOSAL #2.: APPROVE THE SHARES PURCHASING IN NPC AND ISSUER YES FOR N/A
TOC FROM DISSENTING SHAREHOLDERS
------------------------------------------------------------------------------------
ISSUER: PUNCH TAVERNS PLC, BURTON UPON TRENT STAFFORDSHIRE
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ACQUISITION AS SPECIFIED BY ISSUER YES FOR N/A
PUNCH TAVERNS REDWOOD BIDCO LIMITED OF THE ENTIRE
ISSUED SHARE CAPITAL OF SPIRIT GROUP HOLDINGS LIMITED
PURSUANT TO THE ACQUISITION AGREEMENT AND AUTHORIZE
THE DIRECTORS TO TAKE ALL SUCH STEPS AS MAY BE
NECESSARY, EXPEDIENT OR APPROPRIATE IN RELATION
THERETO AND TO IMPLEMENT THE SAME WITH SUCH
MODIFICATIONS, VARIATIONS, REVISIONS, WAIVERS OR
AMENDMENTS NOT BEING MODIFICATIONS, VARIATIONS,
REVISIONS, WAIVERS OR AMENDMENTS WHICH ARE OF A
MATERIAL NATURE AS THE DIRECTORS OR ANY SUCH
COMMITTEE MAY DEEM NECESSARY, EXPEDIENT OR
APPROPRIATE; AND AUTHORIZE THE DIRECTORS IN ACCORDANCE
WITH ARTICLE 101 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, TO PERMIT THE COMPANY AND OTHER MEMBERS
THE PUNCH GROUP AS SPECIFIED TO HAVE BORROWINGS
EXCEEDING THE CURRENT LIMIT IN THE ARTICLES OFN
ASSOCIATION OF THE COMPANY BY VIRTUE OF THE FACILITY
AGREEMENT AND THE CONVERTIBLE AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: PUNCH TAVERNS PLC, BURTON UPON TRENT STAFFORDSHIRE
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE ANNUAL REPORT ISSUER YES FOR N/A
AND THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE YE
20 AUG 2005
PROPOSAL #2.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR 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 20 AUG 2005
PROPOSAL #4.: DECLARE A FINAL DIVIDEND OF 7.6 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE OF THE COMPANY
PROPOSAL #5.: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR N/A
WITH 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 40,022 33% OF THE COMPANY'S ORDINARY
SHARES IN ISSUE AS AT 01 DEC 2005; 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.: RE-ELECT MR. GILES THORLEY AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #8.: RE-ELECT MR. FRIEDRICH TERNOFSKY AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #9.: RE-ELECT MR. RANDL SHURE AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR N/A
SUBSTITUTION OF 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
ABOVE 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 6,063; 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.11: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 166 OF THE ACT 1985 ACT, TO MAKE MARKET
PURCHASES SECTION 163 OF THE 1985 ACT OF UP TO
25,340,441 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: 7/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET OF THE PUNJAB ISSUER YES FOR N/A
NATIONAL BANK AS AT 31 MAR 2005, PROFIT AND LOSS
ACCOUNTS OF THE BANK FOR THE YE 31 MAR 2005, THE
REPORT OF THE BOARD OF DIRECTORS ON THE WORKING AND
ACTIVITIES OF THE PUNJAB NATIONAL BANK FOR THE PERIOD
COVERED BY THE ACCOUNTS AND THE AUDITORS REPORT ON
THE BALANCE SHEET AND THE ACCOUNTS
------------------------------------------------------------------------------------
ISSUER: PUNJAB NATIONAL BANK
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MR. DULI CHAND CHHAJED AS A ISSUER YES AGAINST N/A
DIRECTOR OF THE BANK TO ASSUME OFFICE FROM THE DATE
FOLLOWING THE DATE OF THIS MEETING AND HOLD OFFICE
UNTIL THE COMPLETION OF A PERIOD OF 3 YEARS FROM THE
DATE OF SUCH ASSUMPTION
PROPOSAL #2.: ELECT DR. HARSH MAHAJAN AS A DIRECTOR OF ISSUER YES AGAINST N/A
THE BANK TO ASSUME OFFICE FROM THE DATE FOLLOWING THE
DATE OF THIS MEETING AND HOLD OFFICE UNTIL THE
COMPLETION OF A PERIOD OF 3 YEARS FROM THE DATE OF
SUCH ASSUMPTION
PROPOSAL #3.: ELECT MR. JITENDRA KUMAR SARAWGI AS A ISSUER YES AGAINST N/A
DIRECTOR OF THE BANK TO ASSUME OFFICE FROM THE DATE
FOLLOWING THE DATE OF THIS MEETING AND HOLD OFFICE
UNTIL THE COMPLETION OF A PERIOD OF 3 YEARS FROM THE
DATE OF SUCH ASSUMPTION
PROPOSAL #4.: ELECT MR. MOHANJIT SINGH AS A DIRECTOR ISSUER YES AGAINST N/A
OF THE BANK TO ASSUME OFFICE FROM THE DATE FOLLOWING
THE DATE OF THIS MEETING AND HOLD OFFICE UNTIL THE
COMPLETION OF A PERIOD OF 3 YEARS FROM THE DATE OF
SUCH ASSUMPTION
PROPOSAL #5.: ELECT MR. PRAKASH AGARWAL AS A DIRECTOR ISSUER YES AGAINST N/A
OF THE BANK TO ASSUME OFFICE FROM THEDATE FOLLOWING
THE DATE OF THIS MEETING AND HOLD OFFICE UNTIL THE
COMPLETION OF A PERIOD OF 3 YEARS FROM THE DATE OF
SUCH ASSUMPTION
PROPOSAL #6.: ELECT MR. SURESH KUMAR GOYAL AS A ISSUER YES AGAINST N/A
DIRECTOR OF THE BANK TO ASSUME OFFICE FROM THE DATE
FOLLOWING THE DATE OF THIS MEETING AND HOLD OFFICE
UNTIL THE COMPLETION OF A PERIOD OF 3 YEARS FROM THE
DATE OF SUCH ASSUMPTION
------------------------------------------------------------------------------------
ISSUER: QUANTA COMPUTER INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/14/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: RECEIVE THE 2005 BUSINESS REPORT AND ISSUER YES FOR N/A
2006 PROSPECTION
PROPOSAL #1.2: RECEIVE 2005 AUDITED REPORTS ISSUER YES FOR N/A
PROPOSAL #1.3: RECEIVE THE REPORT ON THE STATUS OF THE ISSUER YES FOR N/A
OVERSEAS CONVERTIBLE BONDS
PROPOSAL #1.4: AMEND THE RULES FOR BOARD MEETING ISSUER YES FOR N/A
PROPOSAL #2.1: RATIFY THE 2005 AUDITED REPORTS ISSUER YES FOR N/A
PROPOSAL #2.2: RATIFY THE 2005 EARNINGS DISTRIBUTION ISSUER YES FOR N/A
CASH DIVIDEND: TWD 2.5/SHARE, STOCK DIVIDEND: 20/1000
SHARES
PROPOSAL #3.1: APPROVE TO RAISE CAPITAL BY ISSUING NEW ISSUER YES FOR N/A
SHARES FROM EARNINGS AND EMPLOYEE'S BONUS
PROPOSAL #3.2: AMEND THE ARTICLES OF INCORPORATION ISSUER YES AGAINST N/A
PROPOSAL #3.3: AMEND THE RULES OF SHAREHOLDERS MEETING ISSUER YES AGAINST N/A
PROPOSAL #3.4: AMEND THE PROCEDURES OF LENDING THE ISSUER YES AGAINST N/A
COMPANY EXCESS CAPITAL TO THE THIRD PARTY,
ENDORSEMENTS AND GUARANTEES
PROPOSAL #3.5: AMEND THE PROCEDURES OF ACQUISITION OR ISSUER YES AGAINST N/A
DISPOSAL OF ASSET
PROPOSAL #3.6: AMEND THE RULES OF ELECTION OF THE ISSUER YES AGAINST N/A
DIRECTORS AND THE SUPERVISORS
PROPOSAL #4.: OTHER MOTIONS ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: RENAULT SA, BOULOGNE BILLANCOURT
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 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 FINANCIAL STATEMENTS FOR THE FYE IN 31
DEC 2005, IN THE FORM PRESENTED TO THE MEETING AND
SHOWING NET INCOME OF EUR 3,453,222,000.00
PROPOSAL #O.2: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE AUDITORS GENERAL REPORT AND APPROVE
THE COMPANY'S FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YE IN 31 DEC 2005, AS PRESENTED AND
SHOWING INCOME OF EUR 581,254,313.75
PROPOSAL #O.3: APPROVE THE INCOME FOR THE FY BE ISSUER NO N/A N/A
APPROPRIATED AS FOLLOWS: INCOME FOR THE FY: EUR
581,254,313.75, LEGAL RESERVE: NIL, BALANCE: EUR
581,254,313.75 PRIOR RETAINED EARNINGS: EUR
6,123,488,222.94, DISTRIBUTABLE INCOME: EUR
6,704,742,536.69, TOTAL DIVIDEND: EUR 683,849,083.20,
RETAINED EARNINGS: EUR 6,020,893,453.49 THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 2.40
PER SHARE, AND WILL ENTITLE; TO THE 40% ALLOWANCE, IN
ACCORDANCE WITH ARTICLE 158-3-2 OF THE NEW FRENCH
GENERAL TAX CODE; SINGLE TAXPAYERS, DIVORCEES,
WIDOWERS AND MARRIED TAXPAYERS SUBJECTED TO A SEPARATE
TAXATION TO AN ANNUAL FIXED ALLOWANCE OF EUR
1,525.00; MARRIED OR PACSES TAXPAYERS SUBJECTED TO A
COMMON TAXATION TO AN ANNUAL FIXED ALLOWANCE OF EUR
3,050.00; THIS DIVIDEND WILL BE PAID ON 15 MAY 2006;
IN THE EVENT THAT THE COMPANY HOLDS SOME OF ITS OWN
SHARES ON SUCH DATE, THE AMOUNT OF THE UNPAID DIVIDEND
ON SUCH SHARES SHALL BE ALLOCATED TO THE RETAINED
EARNINGS ACCOUNT. AS REQUIRED BY LAW
PROPOSAL #O.4: APPROVE, AFTER HEARING THE SPECIAL ISSUER NO N/A N/A
REPORT OF THE AUDITORS ON AGREEMENTS GOVERNED BY
ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE, AND
SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
CARLOS GHOSN AS A DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.6: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
MARC LADREIT DE LACHARRIERE AS A DIRECTOR FOR A 4-
YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
JEAN-CLAUDE PAYE AS A DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
FRANCK RIBOUD AS A DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.9: APPOINT MR. HIROTO SAIKAWA AS A ISSUER NO N/A N/A
DIRECTOR, FOR A 4-YEAR PERIOD
PROPOSAL #O.10: GRANT DISCHARGE TO MR. FRANCOIS ISSUER NO N/A N/A
PINAULT WHICH TERM OF OFFICE CEASED DURING THE FYE IN
31 DEC 2005, FOR THE PERFORMANCE OF ITS DUTY
PROPOSAL #O.11: APPROVE THE REPORT OF THE AUDITORS ON ISSUER NO N/A N/A
THE ITEMS USED FOR THE ASSESSMENT OF THE NON VOTING
SHARES PAYMENT
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,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 100.00, MAXIMUM NUMBER OF SHARES
TO BE ACQUIRED: 10% OF THE SHARE CAPITAL, TOTAL FUNDS
INVESTED IN THE SHARE BUY BACKS: EUR 2,849,371,180.00,
THE NUMBER OF SHARES PURCHASED BY THE COMPANY WITHIN
THE CONTEXT OF A TRANSACTION, SPLIT, CONTRIBUTION
MERGER WILL NOT EXCEED 5% OF ITS CAPITAL, THE
SHAREHOLDERS MEETING DECIDES THAT THE PRESENT
AUTHORIZATION CAN BE USED EVEN IN A PERIOD OF A
TAKEOVER OR EXCHANGE BID, AND ALSO TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRES AT THE END OF THE 18-
MONTH PERIOD
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS AND
AT ITS SOLE DISCRETION, BY CANCELLING THE SHARES BY
VIRTUE OF THE RESOLUTION NO. 12 AND HELD BY THE
COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, UP
TO A MAXIMUM OF 10% OF THE SHARE CAPITAL OVER A 24-
MONTH PERIOD; AUTHORITY EXPIRES AT THE END OF THE 18-
MONTH PERIOD
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
GRANT, IN ONE OR MORE TRANSACTIONS, IN FAVOUR OF
CERTAIN EMPLOYEES OF THE COMPANY, THE COMPANIES AND
THE TRUSTS LINKED TO IT, OPTIONS GIVING THE RIGHT
EITHER TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO
BE ISSUED THROUGH A SHARE CAPITAL INCREASE, 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 3.20%
OF THE SHARE CAPITAL, AND ALSO TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; TO
CHARGE THE SHARE ISSUANCE COSTS AGAINST THE RELATED
PREMIUMS AND DEDUCT FROM THE PREMIUMS THE AMOUNTS
NECESSARY TO RAISE THE LEGAL RESERVE TO ONE-TENTH OF
THE NEW CAPITAL AFTER EACH INCREASE; AUTHORITY
EXPIRES AT THE END OF THE 38-MONTH PERIOD
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
GRANT, FOR FREE, EXISTING OR FUTURE SHARES, IN FAVOUR
OF THE EMPLOYEES OF THE COMPANY OR CERTAIN CATEGORIES
OF THEM AND OF COMPANIES, TRUSTS LINKED TO IT, THEY
MAY NOT REPRESENT MORE THAN 0.53% OF THE AMOUNT OF THE
SHARE CAPITAL, AND ALSO TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; TO
CHARGE THE SHARE ISSUANCE COSTS AGAINST THE RELATED
PREMIUMS AND DEDUCT FROM THE PREMIUMS THE AMOUNTS
NECESSARY TO RAISE THE LEGAL RESERVE TO ONE-TENTH OF
THE NEW CAPITAL AFTER EACH INCREASE; AUTHORITY
EXPIRES AT THE END OF THE 38-MONTH PERIOD
PROPOSAL #E.16: AMEND THE ARTICLE NUMBER 12 OF THE ISSUER NO N/A N/A
BYLAWS, BOARD OF DIRECTORS MEETINGS AND DELIBERATIONS
PROPOSAL #E.17: AMEND THE ARTICLE 6 OF THE BY-LAWS BY ISSUER NO N/A N/A
DELETING LAST INDENT AND TO ADD A NEW ARTICLE 7 AND TO
AMEND IN CONSEQUENCE THE NUMBERING OF THE ARTICLES
PROPOSAL #E.18: AMEND THE ARTICLES OF THE BY-LAWS ISSUER NO N/A N/A
NUMBER 19 TO EVENTUALLY THE NUMBERING OF THE ARTICLE
AND LAST INDENT OF THE ARTICLE NUMBER 30
PROPOSAL #E.19: GRANT ALL POWERS ON THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR AN EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: REPSOL YPF SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/15/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL FINANCIAL STATEMENTS ISSUER YES FOR N/A
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 FYE 31 DEC
2005, AND APPLICATION OF ITS EARNING AND OF THE
MANAGEMENT BY THE BOARD OF DIRECTORS DURING THE SAID
YEAR
PROPOSAL #2.: AMEND THE ARTICLE 19 CALL OF THE ISSUER YES FOR N/A
GENERAL MEETING AND ARTICLE 20 POWER AND OBLIGATION
TO CALL OF THE ARTICLES OF ASSOCIATION
PROPOSAL #3.: AMEND THE ARTICLE 5 NOTICE OF CALL OF ISSUER YES FOR N/A
THE REGULATIONS OF THE GENERAL SHAREHOLDERS MEETING
PROPOSAL #4.1: RATIFY AND APPOINT MRS. PAULINA BEATO ISSUER YES FOR N/A
BLANCO AS A DIRECTOR
PROPOSAL #4.2: RATIFY AND APPOINT MR. HENRI PHILIPPE ISSUER YES FOR N/A
REICHSTUL AS A DIRECTOR
PROPOSAL #4.3: APPOINT AND RATIFY OF OTHER DIRECTORS ISSUER YES AGAINST N/A
PROPOSAL #5.: APPOINT THE ACCOUNTS AUDITOR OF REPSOL ISSUER YES FOR N/A
YPF, S.A. AND OF ITS CONSOLIDATED GROUP
PROPOSAL #6.: AUTHORIZE THE BOARD OF DIRECTORS, FOR ISSUER YES FOR N/A
THE DERIVATIVE ACQUISITION OF SHARES OF REPSOL YPF,
S.A., DIRECTLY OR THROUGH CONTROLLED COMPANIES, WITH
IN A PERIOD OF 18 MONTHS FROM THE RESOLUTION, LEAVING
WITHOUT EFFECT THE AUTHORIZATION GRANTED BY OGM HELD
ON 31 MAY 2005
PROPOSAL #7.: AUTHORIZE THE BOARD TO ISSUE FIXED RATE ISSUER YES FOR N/A
SECURITIES, CONVERTIBLE OR EXCHANGEABLE BY SHARES OF
THE COMPANY OR EXCHANGEABLE BY SHARES OF OTHER
COMPANIES, AS WELL AS WARANTS OPTIONS TO SUBSCRIBE
NEW SHARES OR TO ACQUIRE PREEXISTING SHARES OF THE
COMPANY ; ESTABLISHEMNT OF THE CRITERIA FOR THE
DETERMINATION OF THE BASIS AND METHODS FOR THE
CONVERSION AND/OR EXCHANGE AND TO INCREASE THE CAPITAL
STOCK IN THE NECESSARY AMOUNT, AS WELL TO EXCLUDE, IN
WHOLE OR PART, THE PREEMPTIVE SUBSCRIPTION RIGHTS OF
SHAREHOLDERS AND HOLDERS OF CONVERTIBLE DEBENTURES OR
WARRANTS OVER NEW SHARES; AUTHORIZATION OF THE
GUARANTEE BY THE COMPANY OF ISSUES MADE BY ITS
SUBSIDIARIES OF FIXED RATE SECURITIES EXCHANGEABLE BY
SHARES OF THE COMPANY OR BY THE SHARES OF OTHER
COMPANIES; TO LEAVE WITHOUT EFFECT, IN THE PORTION NOT
USED, THE RESOLUTION 8 OF THE OGM ON 21 APR 2002
PROPOSAL #8.: ACKNOWLEDGE THE INFORMATION TO THE ISSUER YES FOR N/A
GENERAL SHAREHOLDERS MEETING ON THE AMENDMENTS TO THE
REGULATIONS OF THE BOARD OF DIRECTORS
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: REUTERS GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENTS AND THE ISSUER YES FOR N/A
STATUTORY REPORTS
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT AND ISSUER YES FOR N/A
POLICY
PROPOSAL #3.: APPROVE A FINAL DIVIDEND OF 6.15 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE
PROPOSAL #4.: ELECT SIR. DERYCK MAUGHAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. LAWTON FITT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. NIALL FITZGERALD KBE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #7.: RE-ELECT MR. THOMAS GLOCER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-ELECT MR. DAVID GRIGSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-ELECT MR. PENELOPE HUGHES AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #10.: RE-ELECT MR. EDWARD KOZEL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #11.: RE-ELECT MR. KENNETH OLISA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #12.: RE-ELECT MR. RICHARD OLVER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #13.: RE-ELECT MR. IAN STRACHAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #14.: RE-ELECT MR. DEVIN WENIG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #15.: RE-APPOINT THE PRICEWATERHOUSECOOPERS ISSUER YES FOR N/A
LLP AS THE AUDITORS OF THE COMPANY
PROPOSAL #16.: AUTHORIZE THE BOARD TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #17.: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF GBP 114,000,000
PROPOSAL #S.18: GRANT AUTHORITY TO ISSUE OF EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP
TO AGGREGATE NOMINAL AMOUNT OF GBP 17,000,000
PROPOSAL #S.19: AUTHORIZE THE COMPANY TO PURCHASE ISSUER YES FOR N/A
207,000,000 ORDINARY SHARES FOR MARKET PURCHASE
------------------------------------------------------------------------------------
ISSUER: ROYAL & SUN ALLIANCE INS GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/22/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE 2005 REPORT AND ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.: RE-APPOINT THE AUDITORS AND AUTHORIZE ISSUER YES FOR N/A
THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #4.: RE-APPOINT MR. JOHN NAPIER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-APPOINT MR. ANDY HASTE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-APPOINT MR. BRIDGET MCINTYRE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #7.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #8.: APPROVE THE ROYAL & SUN ALLIANCE ISSUER YES FOR N/A
INSURANCE GROUP PLC 2006 LONG TERM INCENTIVE PLAN
PROPOSAL #9.: AUTHORIZE THE COMPANY TO MAKE DONATIONS ISSUER YES FOR N/A
TO EU POLITICAL ORGANIZATIONS AND INCUR EU POLITICAL
EXPENDITURE
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO ALLOT ISSUER YES FOR N/A
UNISSUED SHARES
PROPOSAL #s.11: APPROVE TO DISAPPLY IN PART ISSUER YES FOR N/A
SHAREHOLDERS PRE-EMPTION RIGHTS
PROPOSAL #s.12: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASE OF ITS OWN ORDINARY SHARES
------------------------------------------------------------------------------------
ISSUER: ROYAL BANK OF CANADA
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. W.G. BEATTIE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: ELECT MR. G.A. COHON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: ELECT MR. D.T. ELIX AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. J.T. FERGUSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT MR. P. GAUTHIER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT MR. T.J. HEARN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT MR. A.D. LABERGE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MR. J. LAMARRE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: ELECT MR. B.C. LOUIE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. M.H. MCCAIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.11: ELECT MR. G.M. NIXON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.12: ELECT MR. D.P. O BRIEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.13: ELECT MR. R.B. PETERSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.14: ELECT MR. J.P. REINHARD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.15: ELECT MR. C.W. SEWELL, JR. AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.16: ELECT MR. K.P. TAYLOR AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.17: ELECT MR. V.L. YOUNG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT THE AUDITOR ISSUER YES FOR N/A
PROPOSAL #s.3: AMEND SECTION 1.1 OF BY-LAW 2 TO ISSUER YES FOR N/A
INCREASE THE MAXIMUM AGGREGATE REMUNERATION PAYABLE TO
DIRECTORS OF THE BANK
PROPOSAL #s.4: AMEND SECTION 1.1.2 OF BY-LAW 3 TO ISSUER YES FOR N/A
CHANGE THE AUTHORIZED CAPITAL OF THE BANK BY
INCREASING THE AGGREGATE CONSIDERATION LIMIT FOR WHICH
THE FIRST PREFERRED SHARES MAY BE ISSUED
PROPOSAL #5.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL.: APPROVE TO INCLUDE IN ANNUAL REPORT
FINANCIAL STATEMENTS OF SUBSIDIARIES IN TAX HAVENS AS
SPECIFIED
PROPOSAL #6.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL.: APPROVE TO INCREASE THE EXECUTIVE
COMPENSATION OF THE SHAREHOLDERS AS SPECIFIED
PROPOSAL #7.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL.: ACKNOWLEDGE THE PERSONS TAINTED BY JUDICIAL
FINDINGS OF UNETHICAL BEHAVIOUR ARE NOT ELIGIBLE TO
SERVE AS DIRECTORS OF THE ROYAL BANK OF CANADA
------------------------------------------------------------------------------------
ISSUER: ROYAL BANK OF SCOTLAND GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2006 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 MR. R.A. SCOTT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. P.D. SUTHERLAND AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.: RE-ELECT MR. C.A.M. BUCHAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: ELECT SIR TOM MCKILLLOP AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: ELECT MRS J.C. KONG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: ELECT MR. G. R. WHITTAKER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #10.: ELECT MR. J.A.N. CAMERON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #11.: ELECT MR. M.A. FISHER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #12.: ELECT MR. W.M. FRIEDRICH AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #13.: RE-APPOINT DELOITTE AND TOUCHE LLP AS ISSUER YES FOR N/A
THE AUDITORS
PROPOSAL #14.: AUTHORIZE THE AUDIT COMMITTEE TO FIX ISSUER YES FOR N/A
THE REMUNERATION OF THE AUDITORS
PROPOSAL #15.: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF GBP 266,482,100
PROPOSAL #S.16: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 39,972,315
PROPOSAL #S.17: AUTHORISE 319,778,520 ORDINARY SHARES ISSUER YES FOR N/A
FOR MARKET PURCHASE
PROPOSAL #18.: APPROVE EU POLITICAL DONATIONS UP TO ISSUER YES FOR N/A
GBP 250,000 AND INCUR EU POLITICAL EXPENDITURE UP TO
GBP 250,000
------------------------------------------------------------------------------------
ISSUER: ROYAL DUTCH SHELL PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL ACCOUNTS FOR THE FY ISSUER YES FOR N/A
2005, TOGETHER WITH THE DIRECTORS REPORT AND THE
AUDITORS REPORT ON THOSE ACCOUNTS
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT OVER 2005 ISSUER YES FOR N/A
PROPOSAL #3.: APPOINT MR. JORMA OLLILA AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.: APPOINT MR. NICK LAND AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #5.: RE-ELECT LORD KERR OF KINLOCHARD AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. JEREON VAN DER VEER AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #7.: RE-ELECT MR. ROB ROUTS AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #8.: RE-ELECT MR. WIM KOK AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #9.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE ACCOUNTANT OF THE COMPANY
PROPOSAL #10.: AUTHORIZE THE MANAGEMENT BOARD TO ISSUER YES FOR N/A
SETTLE THE REMUNERATION OF THE AUDITORS FOR 2006
PROPOSAL #11.: APPROVE THE AUTHORIZATION TO ACQUIRE ISSUER YES FOR N/A
SHARES
PROPOSAL #12.: APPROVE THE AUTHORIZATION TO LIMIT PRE- ISSUER YES FOR N/A
EMPTIVE RIGHTS
PROPOSAL #13.: APPROVE THE AUTHORIZATION TO PURCHASE ISSUER YES FOR N/A
ROYAL DUTCH SHELL PLC SHARES
PROPOSAL #14.: APPROVE THE AUTHORIZATION TO MAKE ISSUER YES FOR N/A
DONATIONS
PROPOSAL #15.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES ABSTAIN N/A
PROPOSAL: APPROVE THE ISSUE RAISED BY SHAREHOLDERS
------------------------------------------------------------------------------------
ISSUER: RWE AG, ESSEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/13/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS OF RWE ISSUER NO N/A N/A
AKTIENGESELLSCHAFT AND THE GROUP FOR THE FYE DEC 31
2005 WITH THE COMBINED REVIEW OF OPERATIONS OF RWE
AKTIENGESELLSCHAFT AND THE GROUP, THE PROPOSAL FOR THE
APPROPRIATION OF DISTRIBUTABLE PROFIT, AND THE
SUPERVISORY BOARD REPORT FOR FISCAL 2005
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER YES FOR N/A
DISTRIBUTABLE PROFIT OF EUR 984,279,827.47 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1.75 PER ENTITLED SHARE
EUR 71,077.47 SHALL BE CARRIED FORWARD EX-DIVIDEND AND
PAYABLE DATE: 18 APR 2006
PROPOSAL #3.: RATIFY THE ACTS OF THE EXECUTIVE BOARD ISSUER YES FOR N/A
FOR FISCAL 2005
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER YES FOR N/A
FOR FISCAL 2005
PROPOSAL #5.: APPOINT PRICEWATERHOUSECOOPERS AG, ESSEN ISSUER YES FOR N/A
AS THE AUDITORS FOR THE FY 2006
PROPOSAL #6.1: ELECT DR. PAUL ACHLEITNER TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #6.2: ELECT MR CARL-LUDWIG VON BOEHM-BEZING ISSUER YES FOR N/A
TO THE SUPERVISORY BOARD
PROPOSAL #6.3: ELECT DR. THOMAS R. FISCHER TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #6.4: ELECT MR HEINZ-EBERHARD HOLL TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #6.5: ELECT DR. GERHARD LANGEMEYER TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #6.6: ELECT MS DAGMAR MUEHLENFELD TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #6.7: ELECT DR. WOLFGANG REINIGER TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #6.8: ELECT DR. MANFRED SCHNEIDER TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #6.9: ELECT PROF. DR. EKKEHARD D. SCHULZ TO ISSUER YES FOR N/A
THE SUPERVISORY BOARD
PROPOSAL #6.10: ELECT PROF. KAREL VAN MIERT TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #7.: AUTHORIZE THE COMPANY TO ACQUIRE OWN ISSUER YES FOR N/A
SHARES OF UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE
DIFFERING NEITHER MORE THAN 10% FROM THE MARKET PRICE
OF THE SHARES IF THEY ARE ACQUIRED THROUGH THE STOCK
EXCHANGE, NOR MORE THAN 20% IF THEY ARE ACQUIRED BY
WAY OF A REPURCHASE OFFER, ON OR BEFORE 12 OCT 2007;
AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO RETIRE
THE SHARES, TO FLOAT THE SHARES ON FOREIGN STOCK
EXCHANGES AND TO USE THE SHARES IN CONNECTION WITH
MERGERS AND ACQUISITIONS IF THE SHARES ARE SOLD AT A
PRICE NOT MORE THAN 5% BELOW THEIR MARKET PRICE
------------------------------------------------------------------------------------
ISSUER: SABMILLER PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE YE 31 MAR 2005, TOGETHER WITH THE
REPORTS OF THE DIRECTORS AND THE AUDITORS THEREIN
PROPOSAL #2.: RECEIVE AND APPROVE THE DIRECTORS ISSUER YES FOR N/A
REMUNERATION REPORT 2005
PROPOSAL #3.: ELECT MR. J.A. MANZONI AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #4.: RE-ELECT MR. M.C. RAMAPHOSA AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #5.: RE-ELECT MR. E.A.G. MACKAY AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #6.: DECLARE A FINAL DIVIDEND OF 26 US CENTS ISSUER YES FOR N/A
PER SHARE IN RESPECT OF THE YE 31 MAR 2005 PAYABLE ON
05 AUG 2005 TO SHAREHOLDERS ON THE REGISTER OF MEMBERS
AT THE CLOSE OF BUSINESS ON 08 JUL 2005 IN SOUTH
AFRICA AND THE UNITED KINGDOM
PROPOSAL #7.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY UNTIL THE NEXT GENERAL
MEETING AT WHICH ACCOUNTSARE LAID BEFORE THE COMPANY
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #9.: APPROVE, PURSUANT TO AND IN ACCORDANCE ISSUER YES FOR N/A
WITH THE ARTICLE 12(B) OF THE COMPANY'S ARTICLES OF
ASSOCIATION AND THE SECTION 80 OF THE COMPANIES ACT
1985, THAT THE POWERS CONFERRED BY THE ARTICLE 12(B)
IN RESPECT OF THE EQUITY SECURITIES SHALL APPLY AND BE
EXERCISABLE UNLESS PREVIOUSLY RENEWED, VARIED, OR
REVOKED BY THE COMPANY IN THE GENERAL MEETING FOR A
PERIOD EXPIRING EARLIER OF THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY OR 28 OCT 2006, WHICH SHALL BE THE
SECTION 80 PERIOD FOR THE PURPOSES OF THE ARTICLE
12(A)(III) IN RESPECT OF A TOTAL NOMINAL AMOUNT OF USD
5,509,290, WHICH SHALL BE THE SECTION 80 AMOUNT FOR
THE PURPOSES OF THE ARTICLE 12(A)(II) FOR THAT SECTION
80 PERIOD
PROPOSAL #S.10: APPROVE, PURSUANT TO AND IN ACCORDANCE ISSUER YES FOR N/A
WITH THE ARTICLE 12(C) OF THE COMPANY'S ARTICLES OF
ASSOCIATION AND THE SECTION 89 OF THE COMPANIES ACT
1985, THAT THE POWERS CONFERRED BY THE ARTICLE 12(C)
IN RESPECT OF THE EQUITY SECURITIES SHALL APPLY AND BE
EXERCISABLE UNLESS PREVIOUSLY RENEWED, VARIED, OR
REVOKED BY THE COMPANY IN THE GENERAL MEETING FOR A
PERIOD EXPIRING EARLIER OF THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY OR 28 OCT 2006, WHICH SHALL BE THE
SECTION 89 PERIOD FOR THE PURPOSES OF THE ARTICLE
12(A)(V) IN RESPECT OF A NOMINAL AMOUNT OF USD
5,509,290, WHICH SHALL BE THE SECTION 89 AMOUNT FOR
THE PURPOSES OF THE ARTICLE 12(A)(IV) FOR THAT SECTION
89 PERIOD
PROPOSAL #S.11: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985
OF UP TO 110,185,798 ORDINARY SHARES 10% OF THE
ISSUED SHARE CAPITAL OF THE COMPANY AS AT 18 MAY 2005
OF USD 0.10 EACH IN THE CAPITAL OF THE COMPANY, AT A
MINIMUM PRICE OF USD 0.10 AND NOT MORE THAN 105% OF
THE AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE
5 BUSINESS DAYS PRECEDING THE DATE OF PURCHASE;
AUTHORITY EXPIRES EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 28 OCT 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.12: APPROVE AND AUTHORIZE, FOR THE ISSUER YES FOR N/A
PURPOSES OF THE SECTION 165 OF THE COMPANIES ACT 1985,
THE CONTINGENT PURCHASE CONTRACT BETWEEN THE COMPANY
AND SABMILLER JERSEY LIMITED PROVIDING FOR THE COMPANY
TO HAVE THE RIGHT TO PURCHASE UP TO 77,368,338 OF ITS
OWN NON-VOTING CONVERTIBLE SHARES AND AUTHORIZE THE
COMPANY TO ENTER INTO SUCH CONTRACT; AUTHORITY
EXPIRES ON 28 JAN 2007
------------------------------------------------------------------------------------
ISSUER: SABMILLER PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/7/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
THE COMPLETION OF THE MERGER OF BEVCO SUB LLC WITH
AND INTO RACETRACK LLC, A WHOLLY OWNED SUBSIDIARY OF
THE COMPANY, PURSUANT TO THE AGREEMENT AND THE PLAN OF
MERGER DATED 18 JUL 2005 BETWEEN BEVCO LLC, BEVCO SUB
LLC, THE COMPANY AND RACETRACK LLC THE MERGER
AGREEMENT WHICH IS DESCRIBED IN PARAGRAPH 1 OF PART
XI OF THE CIRCULAR TO SHAREHOLDERS THE CIRCULAR
DATED 14 SEP 2005, THE PROPOSED AMENDMENTS TO THE
RELATIONSHIP AGREEMENT BETWEEN ALTRIA GROUP, INC.
ALTRIA AND THE COMPANY DATED 09 JUL 2002 ALTRIA
RELATIONSHIP AGREEMENT AS SPECIFED AND EXECUTE THE
ALTRIA RELATIONSHIP AGREEMENT AS AMENDED ON BEHALF OF
THE COMPANY
PROPOSAL #2.: APPROVE THE MERGER OF BEVCO SUB LLC WITH ISSUER YES FOR N/A
AND INTO RACETRACK LLC, A WHOLLY OWNED SUBSIDIARY OF
THE COMPANY, THE MERGER , IN CONSIDERATION OF THE
ISSUE OF SHARES BY THE COMPANY UPON THE TERMS AND
SUBJECT TO THE CONDITIONS SET OUT IN THE AGREEMENT AND
PLAN OF MERGER DATED 18 JUL2005 BETWEEN BEVCO LLC,
BEVCO SUB LLC, THE COMPANY AND RACETRACK LLC THE
MERGER AGREEMENT AS SPECIFIED AND EACH OF THE
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT,
INCLUDING THE ACQUISITION BY THE COMPANY FOR CASH,
DIRECTLY OR THROUGH ONE OR MORE SUBSIDIARIES, OF SUCH
OF THE ISSUED SHARE CAPITAL OF EACH OF THE
SUBSIDIARIES OF BEVCO SUB LLC AS IS NOT ALREADY OWNED,
DIRECTLY OR INDIRECTLY, BY BEVCO SUB LLC AT THE
COMPLETION OF THE MERGER AS SPECIFIED AND AUTHORIZE
THE DIRECTORS OF THE COMPANY OR ANY DULY AUTHORIZED
COMMITTEE THEREOF TO AMEND OR VARY THE MERGER
AGREEMENT OR ANY AGREEMENT TO BE ENTERED INTO PURSUANT
TO THE MERGER AGREEMENT PROVIDED THAT NO SUCH
AMENDMENT OR VARIATION SHALL BE MATERIAL IN THE
CONTEXT OF THE TRANSACTION AS A WHOLE AND TO DO ALL
SUCH THINGS AS THEY MAY CONSIDER NECESSARY OR
DESIRABLE TO GIVE EFFECT TO OR PURSUANT TO OR IN
CONNECTION WITH THE MERGER AGREEMENT OR OTHERWISE IN
CONNECTION WITH THE TRANSACTION INCLUDING, WITHOUT
LIMITATION, WAIVING ANY CONDITION; APPROVE, SUBJECT TO
AND IMMEDIATELY UPON ALL OF THE CONDITIONS TO THE
COMPLETION OF THE MERGER PURSUANT TO THE MERGER
AGREEMENT HAVING BEEN, OR BEING DEEMED IN ACCORDANCE
WITH THE TERMS OF THE MERGER AGREEMENT TO HAVE BEEN,
SATISFIED OR WAIVED AND THE PROPOSED RELATIONSHIP
AGREEMENT BETWEEN BEVCO LLC AND THE COMPANY AS
SPECIFIED AND THAT THE BEVCO LLC RELATIONSHIP
AGREEMENT MAY BE EXECUTED ON BEHALF OF THE COMPANY;
APPROVE, SUBJECT TO AND IMMEDIATELY UPON ALL OF THE
CONDITIONS HAVING BEEN, OR BEING DEEMED IN ACCORDANCE
WITH THE TERMS OF THE MERGER AGREEMENT TO HAVE BEEN,
SATISFIED OR WAIVED OTHER THAN THE CONDITION RELATING
TO THE ADMISSION TO THE OFFICIAL LIST OF THE UK
LISTING AUTHORITY OF THE NEW SABMILLER SHARES TO BE
ISSUED ON COMPLETION OF THE MERGER PURSUANT TO THE
MERGER AGREEMENT HAVING BECOME EFFECTIVE : I) INCREASE
THE AUTHORIZED SHARE CAPITAL OF THE COMPANY FROM GBP
0,000 AND USD 1,007,736,833.80 TO GBP 50,000 AND USD
1,030,236,833.80 BY THE CREATION OF 225,000,000 NEW
ORDINARY SHARES OF USD 0.10 EACH TO RANK PARI PASSU
WITH THE EXISTING ORDINARY SHARES IN THE CAPITAL OF
THE COMPANY; II) TO AUTHORIZE THE DIRECTORS OF THE
COMPANY, IN ACCORDANCE WITH SECTION 80 OF THE ACT TO
EXERCISE ALL THE POWERS OF THE COMPANY, TO ALLOT
RELEVANT SECURITIES AS DEFINED IN SECTION 80(2) OF
THE ACT UP TO AN AGGREGATE NOMINAL AMOUNT OF USD
22,500,000 FOR THE PURPOSES OF COMPLETING THE MERGER;
AUTHORITY EXPIRES ON 31 DEC 2008 ; AND THE DIRECTORS
OF THE COMPANY MAY, IN ACCORDANCE WITH SECTION 80(7)
OF THE ACT, ALLOT RELEVANT SECURITIES UNDER THIS
AUTHORITY PURSUANT TO THE MERGER AGREEMENT
NOTWITHSTANDING THAT THIS AUTHORITY MAY HAVE EXPIRED
PROPOSAL #S.3: APPROVE, SUBJECT TO AND CONDITIONAL ISSUER YES FOR N/A
UPON THE COMPLETION OF THE MERGER OF BEVCO SUB LLC
WITH AND INTO RACETRACK LLC, A WHOLLY OWNED SUBSIDIARY
OF THE COMPANY, PURSUANT TO THE AGREEMENT AND PLAN OF
MERGER DATED 18 JUL 2005 BETWEEN BEVCO LLC, BEVCO SUB
LLC COMPANY AND RACETRACK LLC THE MERGER AGREEMENT
WHICH IS DESCRIBED IN PART XI CIRCULAR TO SHAREHOLDERS
THE CIRCULAR DATED 14 SEP 2005: A) SUBJECT TO AND IN
ACCORDANCE WITH ARTICLE 12(B) OF THE COMPANY'S
ARTICLES OF ASSOCIATION AND SECTION 80 OF THE
COMPANIES ACT 1985 THE ACT , THE POWERS CONFERRED BY
ARTICLE 12(B) IN RESPECT OF RELEVANT SECURITIES SHALL
APPLY; AUTHORITY EXPIRES EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR 07 JAN 2007 ; THE
SECTION 80 PERIOD FOR THE PURPOSES OF ARTICLE
12(A)(III) IN RESPECT OF A NOMINAL AMOUNT OF USD
7,475,194.50 WHICH SHALL BE THE SECTION 80 AMOUNT FOR
THE PURPOSES OF ARTICLE 12(A)(II) FOR THAT SECTION 80
PERIOD ; AND B) SUBJECT TO AND IN ACCORDANCE WITH
ARTICLE 12(C) OF THE COMPANY'S ARTICLES OF ASSOCIATION
AND SECTION 89 OF THE COMPANIES ACT 1985 THE ACT ,
THE POWERS CONFERRED BY ARTICLE 12(C) IN RESPECT OF
RELEVANT SECURITIES SHALL APPLY; AUTHORITY EXPIRES
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR 07 JAN 2007 ; THE SECTION 89 PERIOD FOR THE
PURPOSES OF ARTICLE 12(A)(V) IN RESPECT OF A NOMINAL
AMOUNT OF USD 7,475,194.50 WHICH SHALL BE THE SECTION
89 AMOUNT FOR THE PURPOSES OF ARTICLE 12(A)(II) FOR
THAT SECTION 89 PERIOD
PROPOSAL #S.4: APPROVE, SUBJECT TO AND CONDITIONAL ISSUER YES FOR N/A
UPON (I) THE PASSING OF RESOLUTION 1 SET OUT IN NOTICE
CONVENING THE EGM AT WHICH THIS RESOLUTION IS BEING
CONSIDERED, AND (II) COMPLETION OF THE MERGER OF BEVCO
SUB LLC WITH AND INTO RACETRACK LLC, A WHOLLY OWNED
SUBSIDIARY OF THE COMPANY, PURSUANT TO THE AGREEMENT
AND PLAN OF MERGER DATED 18 JUL 2005 BETWEEN BEVCO
LLC, BEVCO SUB LLC, THE COMPANY AND RACETRACK LLC (THE
MERGER AGREEMENT) AS SPECIFIED (A) TO CONVERT EACH OF
THE 167,411,024 CONVERTIBLE LOW VOTING PARTICIPATING
SHARES OF USD 0.10 EACH IN THE CAPITAL OF THE COMPANY
REGISTERED IN THE NAME OF ALTRIA INTO 1 ORDINARY SHARE
OF USD 0.10 EACH TO RANK PARI PASSU WITH THE EXISTING
ORDINARY SHARES IN THE CAPITAL OF THE COMPANY; AND
(B) TO AMEND THE ARTICLES OF ASSOCIATION OF THE
COMPANY AS SPECIFIED
PROPOSAL #S.5: APPROVE, SUBJECT TO AND CONDITIONAL ISSUER YES AGAINST N/A
UPON THE COMPLETION OF THE MERGER OF BEVCO SUB LLC
WITH AND INTO RACETRACK LLC, A WHOLLY OWNED SUBSIDIARY
OF THE COMPANY, PURSUANT TO THE AGREEMENT AND PLAN OF
MERGER DATED 18 JUL 2005 BETWEEN BEVCO LLC, BEVCO SUB
LLC, THE COMPANY AND RACETRACK LLC (THE MERGER
AGREEMENT ) AS SPECIFIED A) TO INCREASE THE AUTHORIZED
SHARE CAPITAL OF THE COMPANY FROM GBP 50,000 AND USD
1,030,236,833.80 TO GBP 50,000 AND USD
1,130,236,833.80 BY THE CREATION OF 1,000,000,000 NEW
ORDINARY SHARES OF USD 0.10 EACH TO RANK PARI PASSU
WITH THE EXISTING ORDINARY SHARES IN THE CAPITAL OF
THE COMPANY B) TO AUTHORIZE THE DIRECTORS OF THE
COMPANY IN ACCORDANCE WITH SECTION 80 OF THE ACT TO
EXERCISE ALL THE POWERS OF THE COMPANY TO ALLOT
RELEVANT SECURITIES AS DEFINED IN SECTION 80(2) OF
THE ACT UP TO AN AGGREGATE NOMINAL AMOUNT OF USD
100,000,000 FOR THE PURPOSES SATISFYING ANY CLAIMS BY
THE INDEMNIFIED BEVCO ENTITIES AS DEFINED IN THE
MERGER AGREEMENT AGAINST THE COMPANY FOR BREACH OF ANY
REPRESENTATIONS AND WARRANTIES OR OTHER TERMS OF THE
MERGER AGREEMENT, BUT THE DIRECTORS OF THE COMPANY
MAY, IN ACCORDANCE WITH SECTION 80(7) OF THE ACT,
ALLOT RELEVANT SECURITIES UNDER THIS AUTHORITY
PURSUANT TO THE MERGER AGREEMENT NOTWITHSTANDING THAT
THIS AUTHORITY MAY HAVE EXPIRED; AUTHORITY SHALL
EXPIRE ON 31 DECEMBER 2008 ; AND C) TO AUTHORIZETHE
DIRECTORS OF THE COMPANY PURSUANT TO SECTION 95(1) OF
THE ACT TO ALLOT EQUITY SECURITIES (AS DEFINED IN
SECTION 94 OF THE ACT) FOR CASH PURSUANT TO THE
AUTHORITY GRANTED TO THE DIRECTORS OF THE COMPANY BY
PARAGRAPH (K) OF THIS RESOLUTION AS IF SECTION 89(1)
OF THE ACT DID NOT APPLY TO SUCH ALLOTMENT, PROVIDED
THAT THIS POWER SHALL EXPIRE ON 31 DEC 2008, BUT THE
DIRECTORS OF THE COMPANY MAY, IN ACCORDANCE WITH
SECTION 95(4) OF THE ACT, ALLOT EQUITY SECURITIES
UNDER THIS AUTHORITY PURSUANT TO THE MERGER AGREEMENT
NOTWITHSTANDING THAT THIS AUTHORITY MAY HAVE EXPIRED
------------------------------------------------------------------------------------
ISSUER: SAIPEM SPA, SAN DONATO MILANESE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET AND ISSUER NO N/A N/A
CONSOLIDATED BALANCE SHEET REPORTS OF 31 DEC 2005 AND
THE REPORT OF THE BOARD OF DIRECTORS, MANAGEMENT
ACTIVITY, INTERNAL AUDITOR AND EXTERNAL AUDITORS
PROFIT DISTRIBUTION
PROPOSAL #2.: APPROVE THE STOCK OPTION PLAN ISSUER NO N/A N/A
PROPOSAL #3.: AUTHORIZE THE BOARD OF DIRECTORS, AS PER ISSUER NO N/A N/A
ARTICLE 2357 OF THE CIVIL CODE, TO BUY UP TO A
MAXIMUM OF 2,400,000 OWN SHARES FOR AN 18 MONTHS
PERIOD FROM THE MEETINGS RESOLUTION
PROPOSAL #4.: AUTHORIZE THE BOARD OF DIRECTORS AS PER ISSUER NO N/A N/A
ARTICLE 2357 OF THE CIVIL CODE, TO DISPOSE UP TO A
MAXIMUM OF 2,400,000 OWN SHARES IN FAVOUR OF THE STOCK
OPTION PLAN FOR THE YEAR 2006
PROPOSAL #5.: APPOINT ONE DIRECTOR ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: SAMSUNG ELECTRS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/28/2006 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 EARNINGS
PROPOSAL #2.1.1: ELECT MR. JAE-SUNG HWANG, EXECUTIVE ISSUER YES FOR N/A
ADVISOR AT KIM JANG LAW FIRM AS AN OUTSIDE DIRECTOR
PROPOSAL #2.1.2: ELECT MR. KWEE-HO JEONG, ADVISORY ISSUER YES FOR N/A
LAWYER AT RIGHT LAW FIRM AS AN OUTSIDE DIRECTOR
PROPOSAL #2.1.3: ELECT MR. OH-SOO PARK, PROFESSOR OF ISSUER YES FOR N/A
BUSINESS AT SEOUL NATIONAL UNIVERSITY AS AN OUTSIDE
DIRECTOR
PROPOSAL #2.1.4: ELECT MR. DONG-MIN YOON, LAWYER AT ISSUER YES FOR N/A
KIM JANG LAW FIRM AS AN OUTSIDE DIRECTOR
PROPOSAL #2.1.5: ELECT MR. JAE-WOONG LEE, PROFESSOR OF ISSUER YES FOR N/A
ECONOMICS AT SUNGKYUNKWAN UNIVERSITY AS AN OUTSIDE
DIRECTOR
PROPOSAL #2.2.1: ELECT MR. KEON-HEE LEE, CHAIRMAN AND ISSUER YES FOR N/A
CHIEF DIRECTOR AT SAMSUNG ELECTRONICS AS AN INSIDE
DIRECTOR
PROPOSAL #2.2.2: ELECT MR. JONG-YONG YOON, VICE ISSUER YES FOR N/A
CHAIRMAN AT SAMSUNG ELECTRONICS AS AN INSIDE DIRECTOR
PROPOSAL #2.2.3: ELECT MR. YOON-WOO LEE, VICE CHAIRMAN ISSUER YES FOR N/A
AT SAMSUNG ELECTRONICS AS AN INSIDE DIRECTOR
PROPOSAL #2.2.4: ELECT MR. DO-SEOK CHOI, PRESIDENT AT ISSUER YES FOR N/A
SAMSUNG ELECTRONICS AS AN INSIDE DIRECTOR
PROPOSAL #2.3.1: ELECT MR. JAE-SUNG HWANG, EXECUTIVE ISSUER YES FOR N/A
ADVISOR AT KIM JANG LAW FIRM AS MEMBERS OF THE
AUDITORS COMMITTEE
PROPOSAL #2.3.2: ELECT MR. JAE-WOONG LEE, PROFESSOR OF ISSUER YES FOR N/A
ECONOMICS AT SUNGKYUNKWAN UNIVERSITY AS MEMBERS OF
THE AUDITORS COMMITTEE
PROPOSAL #3.: APPROVE THE LIMIT OF REMUNERATION FOR ISSUER YES FOR N/A
THE DIRECTORS AT KRW 60 BILLIONS
------------------------------------------------------------------------------------
ISSUER: SANKYO CO LTD, GUNMA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ALLOW DISCLOSURE OF ISSUER YES FOR N/A
SHAREHOLDER MEETING MATERIALS ON THEINTERNET, ALLOW
USE OF ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS,
APPOINT INDEPENDENT AUDITORS , APPROVE MINOR
REVISIONS RELATED TO THE NEW COMMERCIAL CODE
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
DIRECTORS AND AUDITORS
PROPOSAL #5: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
PROPOSAL #6: APPOINT ACCOUNTING AUDITORS ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: SANLAM LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.S.1: AUTHORIZE SANLAM, SUBJECT TO THE ISSUER YES FOR N/A
ORDER OF THE HIGH COURT OF SOUTH AFRICA CAPE OF GOOD
HOPE PROVINCIAL DIVISION SANCTIONING THE SCHEME OF
ARRANGEMENT THE SCHEME IN TERMS OF SECTION 311 OF
THE COMPANIES ACT, 1973 ACT 61 OF 1973 , AS AMENDED
THE COMPANIES ACT , PROPOSED BY THE COMPANY BETWEEN
ITSELF AND ITS ORDINARY SHAREHOLDERS, OTHER THAN THE
EXCLUDED PARTIES AS SPECIFIED SCHEME PARTICIPANTS ,
BEING REGISTERED BY THE REGISTRAR OF COMPANIES IN
TERMS OF THE COMPANIES ACT, IN TERMS OF: ARTICLE 37 OF
SANLAM'S ARTICLES OF ASSOCIATION, SECTION 85 OF THE
COMPANIES ACT, AND THE LISTINGS REQUIREMENTS OF JSE
LIMITED, TO REPURCHASE 10% OF THE SANLAM ORDINARY
SHARES HELD BY SCHEME PARTICIPANTS ON THE TERMS AND
SUBJECT TO THE CONDITIONS OF THE SCHEME; THE CASH
CONSIDERATION FOR THIS REPURCHASE SHALL, TO THE EXTENT
PERMISSIBLE IN TERMS OF SECTION 76(3)(D) OF THE
COMPANIES ACT, BE SET-OFF AGAINST THE SHARE PREMIUM OF
THE COMPANY, THE DETAILS OF THIS SCHEME ARE AS
SPECIFIED
PROPOSAL #2.S.2: AUTHORIZE SANLAM, SUBJECT TO THE ISSUER YES FOR N/A
PASSING AND REGISTRATION BY THE REGISTRAR OF COMPANIES
IN TERMS OF THE COMPANIES ACT, 1973 ACT 61 OF 1973 ,
AS AMENDED THE COMPANIES ACT OF RESOLUTION 1.S.1;
AND THE ORDER OF THE HIGH COURT OF SOUTH AFRICA CAPE
OF GOOD HOPE PROVINCIAL DIVISION SANCTIONING THE
SCHEME OF ARRANGEMENT THE SCHEME IN TERMS OF SECTION
311 OF THE COMPANIES ACT PROPOSED BY THE COMPANY
BETWEEN ITSELF AND ITS ORDINARY SHAREHOLDERS, BEING
REGISTERED BY THE REGISTRAR OF COMPANIES IN TERMS OF
THE COMPANIES ACT, IN TERMS OF: ARTICLE 37 OF SANLAM'S
ARTICLES OF ASSOCIATION, SECTION 85 OF THE COMPANIES
ACT, AND THE LISTINGS REQUIREMENTS OF JSE LIMITED, TO
REPURCHASE THE ORDINARY SHARES OF THOSE OFFER
SHAREHOLDERS AS SPECIFIED WHO ELECT PURSUANT TO THE
OFFER TO SELL THEIR SHARES TO SANLAM, ON THE TERMS AND
SUBJECT TO THE CONDITIONS OF THE OFFER CONSIDERATION
FOR THIS REPURCHASE SHALL, TO THE EXTENT PERMISSIBLE
IN TERMS OF SECTION 76(3)(D) OF THE COMPANIES ACT, BE
SET-OFF AGAINST THE SHARE PREMIUM OF THE COMPANY, THE
DETAILS OF THIS OFFER ARE AS SPECIFIED
PROPOSAL #3.O.1: AUTHORIZE, SUBJECT TO THE PASSING AND ISSUER YES FOR N/A
REGISTRATION OF RESOLUTIONS 1.S.1 AND 2.S.2 AT WHICH
THIS ORDINARY RESOLUTION WILL BE CONSIDERED, ANY
DIRECTOR OF THE COMPANY AND, WHERE APPLICABLE, THE
SECRETARY OF THE COMPANY, TO DO ALL SUCH THINGS, SIGN
ALL SUCH DOCUMENTATION AND TAKE ALL SUCH ACTIONS AS
MAY BE NECESSARY TO IMPLEMENT THE AFORESAID SPECIAL
RESOLUTIONS
------------------------------------------------------------------------------------
ISSUER: SANLAM LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, WITH OR WITHOUT MODIFICATION, A ISSUER YES FOR N/A
SCHEME OF ARRANGEMENT THE SCHEME PROPOSED BY SANLAM
BETWEEN SANLAM AND ITS ORDINARY SHAREHOLDERS, OTHER
THAN THE SANLAM SHARE INCENTIVE TRUST, THE SALAM
DEMUTUALIZATION TRUST, UBUNTU-BOTHO INVESTMENTS
PROPRIETARY LIMITED AND GENBEL SECURITIES LIMITED
EXCLUDED PARTIES SCHEME PARTICIPANTS , PROVIDED THAT
THE SCHEME MEETING SHALL NOT BE ENTITLED TO AGREE TO
ANY MODIFICATION OF THE SCHEME WHICH HAS EFFECT OF
DIMINISHING THE RIGHTS THAT ARE TO ACCRUE IN TERMS
THEREOF TO SCHEME PARTICIPANTS
------------------------------------------------------------------------------------
ISSUER: SANLAM LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/7/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE AND ADOPT THE ANNUAL FINANCIAL ISSUER YES ABSTAIN N/A
STATEMENTS OF THE GROUP AND THE COMPANY FOR THE YE 31
DEC 2005
PROPOSAL #2.: APPOINT ERNST & YOUNG AS EXTERNAL ISSUER YES ABSTAIN N/A
AUDITORS OF THE COMPANY
PROPOSAL #3.1: RE-ELECT MR. R.K. MORATHI IN CASUAL ISSUER YES ABSTAIN N/A
VACANCIES OR AS A ADDITIONAL DIRECTOR IN TERMS OF
ARTICLE 13.2 OF THE COMPANY'S ARTICLES OF ASSOCIATION
THE ARTICLES
PROPOSAL #3.2: RE-ELECT MR. S.A. NKOSI IN CASUAL ISSUER YES ABSTAIN N/A
VACANCIES OR AS A ADDITIONAL DIRECTOR IN TERMS OF
ARTICLE 13.2 OF THE COMPANY'S ARTICLES OF ASSOCIATION
THE ARTICLES
PROPOSAL #3.3: RE-ELECT MR. P.L. ZIM IN CASUAL ISSUER YES ABSTAIN N/A
VACANCIES OR AS A ADDITIONAL DIRECTOR IN TERMS OF
ARTICLE 13.2 OF THE COMPANY'S ARTICLES OF ASSOCIATION
THE ARTICLES
PROPOSAL #3.4: RE-ELECT MR. A.D. BOTHA IN CASUAL ISSUER YES ABSTAIN N/A
VACANCIES OR AS A ADDITIONAL DIRECTOR IN TERMS OF
ARTICLE 13.2 OF THE COMPANY'S ARTICLES OF ASSOCIATION
THE ARTICLES
PROPOSAL #4.1: RE-ELECT MR. Z.B. SWANEPOEL AS A ISSUER YES ABSTAIN N/A
DIRECTOR, WHO RETIRES IN TERMS OF ARTICLE 14 OF THE
ARTICLES
PROPOSAL #4.2: RE-ELECT MR. E. VAN AS AS A DIRECTOR, ISSUER YES ABSTAIN N/A
WHO RETIRES IN TERMS OF ARTICLE 14 OF THE ARTICLES
PROPOSAL #5.: AUTHORIZE THE BOARD TO DETERMINE THE ISSUER YES ABSTAIN N/A
REMUNERATION OF THE EXTERNAL AUDITORS
PROPOSAL #6.: APPROVE THE TOTAL AMOUNT OF THE ISSUER YES ABSTAIN N/A
DIRECTORS REMUNERATION FOR THE YE 31 DEC 2005
PROPOSAL #7.: APPROVE, WITH OR WITHOUT MODIFICATION, A ISSUER YES ABSTAIN N/A
10% INCREASE IN THE REMUNERATION OF THE NON-EXECUTIVE
DIRECTORS FOR THE PERIOD 01 JUL 2006 UP TO 30 JUN
2007, THIS INCLUDES THE FIXED ANNUAL BOARD FEES AS
WELL AS ATTENDANCE FEES FOR THE BOARD MEETINGS PAYABLE
TO THE CHAIRMAN, THE DEPUTY CHAIRMAN, OTHER NON-
EXECUTIVE DIRECTORS AND THE MEMBERS OF THE BOARD
COMMITTEES WHERE APPLICABLE
PROPOSAL #8.O.1: APPROVE THAT THE AUTHORIZED BUT ISSUER YES ABSTAIN N/A
UNISSUED ORDINARY SHARES IN THE SHARE CAPITAL OF THE
COMPANY, SUBJECT TO A MAXIMUM OF 240 MILLION SHARES,
BE AND ARE HEREBY PLACED AT THE DISPOSAL AND UNDER THE
CONTROL OF THE BOARD AND 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 LIMITED
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.S.1: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES ABSTAIN N/A
THE COMPANY, PURSUANT HERETO UP TO AND INCLUDING THE
DATE OF THE FOLLOWING AGM OF THE COMPANY, TO EFFECT,
WHETHER BY WAY OF A SINGLE TRANSACTION OR A SERIES OF
TRANSACTIONS: 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; 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; C)
THE PURCHASE BY AND/OR TRANSFER TO THE COMPANY OF ANY
OF ITS SECURITIES PURCHASED PURSUANT TO A ABOVE; AND
D) THE PURCHASE BY AND/OR TRANSFER TO ANY HOLDING
COMPANY OF THE COMPANY AND/OR ANY SUBSIDIARY OF ANY
SUCH HOLDING COMPANY OF ANY SECURITIES PURCHASED
PURSUANT TO B ABOVE, SUBJECT TO THE PROVISIONS OF
THE COMPANIES ACT AND THE REQUIREMENTS OF THE JSE AND
ANY OTHER STOCK EXCHANGE UPON WHICH THE SECURITIES 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, PROVIDED THAT THE
GENERAL AUTHORITY TO PURCHASE 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 PURCHASES MUST NOT BE MADE AT A PRICE MORE THAN 5%
ABOVE THE WEIGHTED AVERAGE OF THE MARKET VALUE OF THE
SECURITIES FOR THE 5 BUSINESS DAYS IMMEDIATELY
PRECEDING THE DATE OF THE PURCHASES; AUTHORITY SHALL
ONLY BE VALID UNTIL THE COMPANY'S NEXT AGM, PROVIDED
THAT IT DOES NOT EXTEND BEYOND 15 MONTHS FROM THE DATE
OF THIS RESOLUTION
------------------------------------------------------------------------------------
ISSUER: SANOFI-AVENTIS, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/31/2006 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 AUDITORS GENERAL REPORT AND APPROVE
THE COMPANY'S FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE 2005 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
PROPOSAL #O.3: APPROVE THE INCOME FOR THE FY BE ISSUER NO N/A N/A
APPROPRIATED AS FOLLOWS: INCOME FOR THE FY: EUR
6,146,952,608.18 PLUS RETAINED EARNINGS: EUR
1,205,678,019.78, DISTRIBUTABLE INCOME: EUR
7,352,630,627.96 ALLOCATED TO: PAYMENT OF DIVIDENDS:
EUR 2,057,005,434.48, RETAINED EARNINGS: EUR
5,295,625,193.48, FOLLOWING A CAPITAL INCREASE AND A
CAPITAL REDUCTION, THE CAPITAL WAS BROUGHT FROM EUR
2,802,613,138.00 ON 31 DEC 2005, TO EUR
2,708,476,850.00 DIVIDED IN 1,354,238,425 FULLY PAID-
UP SHARES, WHOSE 1,353,293,049 SHARES ARE ENTITLED TO
THE EXISTING DIVIDEND, AND 945,376 SHALL BEAR AN
ACCRUING DIVIDEND AS OF 01 JAN 2006; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.52 PER SHARE, FOR
EACH OF THE 1,353,293,049 SHARES, THIS DIVIDEND WILL
BE PAID ON 07 JUN 2006 AS REQUIRED BY LAW
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L.225-38
ET SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
LORD DOURO AS A DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.6: APPOINT MR. GERARD LE FUR AS A DIRECTOR ISSUER NO N/A N/A
FOR A 4-YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF THE ISSUER NO N/A N/A
COMPANY ERNST AND YOUNG AUDIT AS THE STATUTORY
AUDITOR FOR A 6-YEAR PERIOD
PROPOSAL #O.8: APPOINT THE COMPANY AUDITEX AS THE ISSUER NO N/A N/A
DEPUTY AUDITOR FOR A 6-YEAR PERIOD
PROPOSAL #O.9: APPROVE THE AWARD TOTAL ANNUAL FEES OF ISSUER NO N/A N/A
EUR 1,200,000.00 TO THE BOARD OF DIRECTORS
PROPOSAL #O.10: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION TO ALL EARLIER DELEGATIONS, TO TRADE IN
THE COMPANY'S SHARES ON THE STOCK MARKET, SUBJECT TO
THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 100.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10% OF THE SHARE CAPITAL, I.E. 1,401,306,569
SHARES, MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS:
EUR 14,013,065,700.00; AUTHORITY EXPIRES AT THE END
OF 18 MONTHS ; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.11: APPROVE: TO REVIEW THE REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS, THE REPORTS OF MR. DE COURCEL, THE
MERGER AUDITORS AND THE MERGER AGREEMENT AS PER THE
PRIVATE DEED DATED 03 APR 2006; ALL THE PROVISIONS OF
THIS MERGER AGREEMENT, PURSUANT TO WHICH RHONE COOPER
CONTRIBUTES TO SANOFI-AVENTIS, ALL OF ITS ASSETS, WITH
THE CORRESPONDING TAKING-OVER OF ALL ITS LIABILITIES:
THE VALUATION OF THE ASSETS CONTRIBUTED AMOUNTING TO
EUR 460,949,630.75 AND THE LIABILITIES AT EUR
3,857,602.25, I.E. NET ASSETS CONTRIBUTED OF EUR
457,092,028.50; THE CONSIDERATION FOR THE
CONTRIBUTIONS ACCORDING TO AN EXCHANGE RATIO OF 10
SANOFI-AVENTIS SHARES AGAINST 1 RHONE COOPER SHARE;
THE UNCONDITIONAL COMPLETION DATE OF THE MERGER, IN A
JURIDICAL POINT OF VIEW, FIXED ON 31 MAY 2006 AND ON
01 JAN 2006 IN AN ACCOUNTING AND FINANCIAL POINT OF
VIEW; RHONE COOPER SHARES HELD BY SANOFI-AVENTIS WILL
NOT BE EXCHANGED; TO INCREASE THE CAPITAL IN
CONSIDERATION FOR THE CONTRIBUTION IN CONNECTION WITH
THE MERGER, BY EUR 237,300.00 BY THE CREATION OF
118,650 NEW FULLY PAID-UP SHARES OF A PAR VALUE OF EUR
2.00 EACH, CARRYING RIGHTS TO THE 2006 DIVIDEND AND
TO BE DISTRIBUTED AMONG THE SHAREHOLDERS OF THE
ACQUIRED COMPANY, ACCORDING TO AN EXCHANGE RATIO OF 10
SANOFI-AVENTIS SHARES AGAINST 1 RHONE COOPER SHARE;
THE CAPITAL WILL THUS INCREASE FROM EUR
2,708,476,850.00 TO EUR 2,708,714,150.00; THESE NEW
SHARES CREATED BY SANOFI-AVENTIS WILL BE ASSIMILATED
IN ALL RESPECTS TO THE OTHER SHARES COMPRISING THE
SHARE CAPITAL; THE DIFFERENCE BETWEEN: THE AMOUNT OF
THE NET ASSETS CONTRIBUTED BY RHONE COOPER: EUR
457,092,028.50; LESS THE QUOTA OF THE NET ASSETS
CONTRIBUTED BY RHONE COOPER CORRESPONDING TO SHARES
HELD BY SANOFI-AVENTIS: EUR 452,475,399.01; AND THE
AMOUNT OF THE SHARE CAPITAL INCREASE: EUR 237,300.00
REPRESENTS THE SHARE PREMIUM OF EUR 4,379,329.49 AND
WILL BE ALLOCATED TO THE MERGER PREMIUM ACCOUNT TO
WHICH SANOFI-AVENTIS EXISTING AND NEW SHAREHOLDERS
WILL HOLD RIGHTS; THE DIFFERENCE BETWEEN: THE QUOTA OF
THE NET ASSETS CONTRIBUTED BY RHONE COOPER
CORRESPONDING TO SHARES HELD BY SANOFI-AVENTIS: EUR
452,475,399.01; PLUS THE DIVIDEND RECEIVED BY SANOFI-
AVENTIS AS A RESULT OF ITS HOLDING IN RHONE COOPER:
EUR 3,567,944.70; AND THE ACCOUNTING NET VALUE OF THE
RHONE COOPER SHARES HELD BY SANOFI-AVENTIS: EUR
461,177,959.12 REPRESENTS THE CAPITAL LOSS ON
TRANSFERRED SHARES OF EUR 5,134,615.41 AND WILL BE
ALLOCATED TO SANOFI-AVENTIS BALANCE SHEET ASSETS AS
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PROCEED WITH DRAWINGS UPON THE MERGER PREMIUM
PROPOSAL #E.13: ACKNOWLEDGE THE UNCONDITIONAL ISSUER NO N/A N/A
COMPLETION DATE OF THE MERGER WILL, IN A JURIDICAL
POINT OF VIEW, BE FIXED ON 31 MAY 2006 AND ON 01 JAN
2006 IN AN ACCOUNTING AND FINANCIAL POINT OF VIEW; THE
118,650 NEW FULLY PAID-UP SHARES OF A PAR VALUE OF
EUR 2.00 EACH, CREATED IN CONSIDERATION FOR THE MERGER
BY SANOFI-AVENTIS WILL BE DISTRIBUTED AMONG THE
SHAREHOLDERS OF THE ACQUIRED COMPANY ON 31 MAY 2006,
ACCORDING TO AN EXCHANGE RATIO OF 10 SANOFI-AVENTIS
SHARES AGAINST 1 RHONE COOPER SHARE
PROPOSAL #E.14: AMEND, PURSUANT TO THE ADOPTION OF THE ISSUER NO N/A N/A
ABOVE RESOLUTIONS, THE ARTICLE 6 OF THE BYLAWS AS
FOLLOWS: THE SHARE CAPITAL OF IS SET AT EUR
2,708,714,150.00 AND IS DIVIDED IN TO 1,354,357,075
SHARES OF PAR VALUE OF EUR 2.00 EACH OF THE SAME CLASS
AND FULLY PAID IN
PROPOSAL #E.15: APPROVE TO MODIFY THE DURATION OF THE ISSUER NO N/A N/A
TERM OF OFFICE OF THE CHAIRMAN; AMEND THE ARTICLES 12
AND 16 OF THE ARTICLES OF THE BYLAWS
PROPOSAL #E.16: GRANT 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
REGISTRATION PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: SCHERING AG, BERLIN
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ADOPTED FINANCIAL ISSUER NO N/A N/A
STATEMENTS, THE APPROVED CONSOLIDATED FINANCIAL
STATEMENTS AND THE COMBINED MANAGEMENT REPORT OF
SCHERING AG AND THE SCHERING AG GROUP FOR FY 2005,
INCLUDING THE REPORT BY THE SUPERVISORY BOARD
PROPOSAL #2.: APPROVE THE UNAPPROPRIATED PROFIT OF ISSUER NO N/A N/A
SCHERING AG FOR FY 2005 AMOUNTS TO EUR 232,800,000;
THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD PROPOSE
THE FOLLOWING RESOLUTION: THE UNAPPROPRIATED PROFIT IN
THE AMOUNT OF EUR 232,800,000 SHALL BE USED TO
DISTRIBUTE A DIVIDEND OF EUR 1.20 PER DIVIDEND-BEARING
SHARE; THE AMOUNT OF UNAPPROPRIATED PROFIT
ATTRIBUTABLE TO OWN SHARES SHALL BE CARRIED FORWARD TO
NEW ACCOUNT
PROPOSAL #3.: APPROVE THE ACTIVITIES OF THE MEMBERS OF ISSUER NO N/A N/A
THE EXECUTIVE BOARD FOR FY 2005
PROPOSAL #4.: APPROVE THE ACTIVITIES OF THE MEMBERS OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD FOR FY 2005
PROPOSAL #5.: ELECT PROF. DR. DIETER HINZEN AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #6.: ELECT BDO DEUTSCHE WARENTREUHAND ISSUER NO N/A N/A
AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGESELLSCHAFT,
HAMBURG AS THE AUDITORS OF THE FINANCIAL STATEMENTS OF
SCHERING AG AND OF THE CONSOLIDATED FINANCIAL
STATEMENTS FOR FY 2006
PROPOSAL #7.: AMEND ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
CONNECTION WITH THE LAW ON COMPANY INTEGRITY AND THE
MODERNISATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
UMAG AS FOLLOWS: SECTION 16(2)3 AND 16(2)4, REGARDING
THE CHAIRMAN OF THE SHAREHOLDERS MEETING BEING
AUTHORIZED TO LIMIT THE TIME FOR QUESTIONS AND ANSWERS
AT SHAREHOLDERS MEETINGS
PROPOSAL #8.: AUTHORIZE THE COMPANY TO ACQUIRE OWN ISSUER NO N/A N/A
SHARES OF UP TO EUR 15,000,000 AT A PRICE NEITHER MORE
THAN 10% ABOVE NOR MORE THAN 20% BELOW THE MARKET
PRICE OF THE SHARES IF THEY ARE ACQUIRED THROUGH THE
STOCK EXCHANGE NOR DIFFERING MORE THAN 20% FROM THE
MARKET PRICE IF THEY ARE ACQUIRED BY WAY OF A
REPURCHASE OFFER ON OR BEFORE 30 SEP 2007 AND
AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO RETIRE
THE SHARES TO USE THE SHARES FOR ACQUISITION PURPOSES
OR FOR SATISFYING EXISTING CONVERTIBLE OR OPTION
RIGHTS AND TO OFFER THE SHARES TO EMPLOYEES OF THE
COMPANY AND ITS AFFILIATES
------------------------------------------------------------------------------------
ISSUER: SCHNEIDER ELECTRIC SA, RUEIL MALMAISON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE FINANCIAL STATEMENTS FOR ISSUER NO N/A N/A
THE YEAR 2005
PROPOSAL #O.2: APPROVE THE CONSOLIDATED FINANCIAL ISSUER NO N/A N/A
STATEMENTS FOR THE YEAR 2005
PROPOSAL #O.3: APPROVE THE REGULATED AGREEMENTS ISSUER NO N/A N/A
COVERED BY ARTICLE 225-38 OF THE COMMERCIAL LAW
PROPOSAL #O.4: APPROVE THE ALLOCATION OF THE INCOME ISSUER NO N/A N/A
INTO THE CARRIED FORWARD AND DIVIDEND TO BE PAID
ACCOUNTS AND FIXING OF THE DIVIDEND
PROPOSAL #O.5: APPOINT MR. NOEL FORGEARD AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #O.6: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PURCHASE ITS OWN SHARES IN ORDER TO REDUCE CAPITAL, TO
COVER STOCK OPTION PROGRAM, TO CARRY OUT DEALS OF
EXTERNAL GROWTH AND TO PROCEED TO THE ANIMATION OF THE
SHARES OF THE SOCIETY WITHIN THE LIMIT OF 10% OF
CAPITAL
PROPOSAL #E.7: AMEND THE MANAGEMENT FORM OF THE ISSUER NO N/A N/A
SOCIETY BY THE ADOPTION OF A FORM INVOLVING AN
EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD; ARTICLES
1 AND 5 AS SPECIFIED, THE RENUMEROTATION OF ARTICLES
19 TO 23 INTO ARTICLES 24 TO 28 AND THE REPLACEMENT OF
ARTICLES 11 TO 18 BY ARTICLES 11 TO 23
PROPOSAL #E.8: APPROVE THE MODIFICATION REGARDING THE ISSUER NO N/A N/A
CROSSING OF THRESHOLDS AND AMEND THE ARTICLE 7 OF THE
BUY LAWS
PROPOSAL #O.9: APPOINT MR. HENRI LACHMANN AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #O.10: APPOINT MR. ALAIN BURQ AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD AND REPRESENTATIVE OF THE
SHAREHOLDERS EMPLOYEES
PROPOSAL #O.11: APPOINT MR. GERARD DE LA MARTINIERE AS ISSUER NO N/A N/A
A MEMBER OF THE SUPERVISORY MEMBER
PROPOSAL #O.12: APPOINT MR. RENE DE LA SERRE AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #O.13: APPOINT MR. NOEL FORGEARD AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #O.14: APPOINT MR. JEROME GALLOT AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #O.15: APPOINT MR. WILLY KISSLING AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #O.16: APPOINT MRS. CATHY KOPP AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #O.17: APPOINT MR. JAMES ROSS AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #O.18: APPOINT MR. CHRIS RICHARDSON AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #O.19: APPOINT MR. PIERO SIERRA AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #O.20: APPOINT MR. SERGE WEINBERG AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #O.21: APPROVE TO FIX THE AMOUNT OF FEES ISSUER NO N/A N/A
ALLOCATED TO THE MEMBERS OF THE SUPERVISORY BOARD
PROPOSAL #E.22: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
INCREASE THE CAPITAL BY ISSUANCE OF SHARES OR
SECURITIES WITH MAINTENANCE OR CANCELLATION OF THE
PREFERENTIAL SUBSCRIPTION RIGHT; TO INCREASE CAPITAL
IN THE PURPOSE OF REMUNERATING SHARES CONTRIBUTIONS IN
THE CASE OF AN EXCHANGE PUBLIC OFFER OR IN THE
PURPOSE OF REMUNERATING CONTRIBUTIONS IN KIND
CONCERNING NON LISTED COMPANINES
PROPOSAL #E.23: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
CANCEL BOUGHT SHARES OF THE SOCIETY WITHING THE LIMIT
OF 10% OF CAPITAL
PROPOSAL #E.24: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
ALLOT STOCK OPTIONS OR OPTIONS TO SUBSCRIBE FOR SHARES
TO THE EMPLOYEES OF THE SOCIETY AND TO THE
PARTNERSHIPS WITHIN THE LIMIT OF 3% OF CAPITAL WITH
CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHT AND
AUTHORIZE THE EXECUTIVE COMMITTEE
PROPOSAL #E.25: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
FREELY ALLOT SHARES OF THE SOCIETY TO THE MANAGER AND
EMPLOYEES WITHIN THE LIMIT OF 0.5 % OF CAPITAL WITH
CANCELLATION OF THE SHAREHOLDERS PREFERENTIAL RIGHT
AND AUTHORIZE THE EXECUTIVE COMMITTEE
PROPOSAL #E.26: APPROVE TO INCREASE THE CAPITAL BY ISSUER NO N/A N/A
ISSUANCE OF SHARES OR OTHER SECURITIES RESERVED FOR
EMPLOYEES MEMBERS OF A CORPORATE SAVINGS PLAN WITHIN
THE LIMIT OF 5% OF CAPITAL WITH CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHT AND AUTHORIZE THE
EXECUTIVE COMMITTEE
PROPOSAL #E.27: APPROVE TO INCREASE THE CAPITAL ISSUER NO N/A N/A
RESERVED TO ONE TYPE OF BENEFICIARIES, THE UNITS
CONSTITUTED FOR THE BENEFIT OF EMPLOYEES OF THE GROUP,
WITHIN THE LIMIT OF 0.5% OF CAPITAL WITH CANCELLATION
OF PREFERENTIAL SUBSCRIPTION RIGHT AND AUTHORIZE THE
EXECUTIVE COMMITTEE
PROPOSAL #E.28: GRANT POWERS FOR FORMALITIES ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: SEGA SAMMY HOLDINGS INC, TOKYO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ADOPT REDUCTION OF ISSUER YES AGAINST N/A
LIABILITY SYSTEM FOR OUTSIDE AUDITORS,ALLOW COMPANY TO
APPOINT INDEPENDENT AUDITORS , ALLOW DISCLOSURE OF
SHAREHOLDER MEETING MATERIALS ON THE INTERNET,
APPROVE MINOR REVISIONS RELATED TO THE NEW
COMMERCIAL CODE, EXPAND BUSINESS LINES
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A SUPPLEMENTARY AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: AUTHORIZE USE OF STOCK OPTIONS FOR ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #6: AUTHORIZE USE OF STOCK OPTIONS FOR ISSUER YES FOR N/A
DIRECTORS, EXECUTIVES AND EMPLOYEES OFSUBSIDIARIES
PROPOSAL #7: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
DIRECTORS
------------------------------------------------------------------------------------
ISSUER: SERONO SA, COINSINS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE SERONO S.A. ANNUAL REPORT, ISSUER NO N/A N/A
ACCOUNTS AND THE CONSOLIDATED ACCOUNTS OF THE SERONO
GROUP
PROPOSAL #2.: APPROVE THE APPROPRIATION OF AVAILABLE ISSUER NO N/A N/A
EARNINGS IN THE 2005 BALANCE SHEET AND DIVIDEND
PROPOSAL
PROPOSAL #3.: GRANT DISCHARGE TO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE MANAGEMENT
PROPOSAL #4.1.A: RE-ELECT MR. ERNESTO BERTARELLI ISSUER NO N/A N/A
PROPOSAL #4.1.B: RE-ELECT MR. PIERRE E. DOUAZE ISSUER NO N/A N/A
PROPOSAL #4.1.C: RE-ELECT MR. PATRICK GAGE ISSUER NO N/A N/A
PROPOSAL #4.1.D: RE-ELECT MR. BERNARD MACH ISSUER NO N/A N/A
PROPOSAL #4.1.E: RE-ELECT MR. SERGIO MARCHIONNE ISSUER NO N/A N/A
PROPOSAL #4.1.F: RE-ELECT MR. GEORGES MULLER ISSUER NO N/A N/A
PROPOSAL #4.1.G: RE-ELECT MR. ALBERTO TOGNI ISSUER NO N/A N/A
PROPOSAL #4.1.H: ELECT MR. JACQUES THEURILLAT ISSUER NO N/A N/A
PROPOSAL #4.2: ELECT THE AUDITORS ISSUER NO N/A N/A
PROPOSAL #4.3: ELECT THE SPECIAL AUDITORS ISSUER NO N/A N/A
PROPOSAL #5.: ACKNOWLEDGE THAT THE AUTHORIZATION TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL EXPIRES ON 25 MAY 2006;
APPROVE TO CANCEL THE EXISTING ARTICLE 5TER OF THE
ARTICLES OF ASSOCIATION AND TO CREATE A NEW ARTICLE
5TER AUTHORIZING THE BOARD OF DIRECTORS, UNTIL 25 APR
2008, TO INCREASE THE SHARE CAPITAL BY A MAXIMUM OF
CHF 190,471,500 THROUGH THE ISSUANCE OF A MAXIMUM OF
7,618,860 BEARER -B- SHARES, EACH WITH A PAR VALUE OF
CHF 25
------------------------------------------------------------------------------------
ISSUER: SES GLOBAL SA, LUXEMBOURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/8/2005 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 ISSUER NO N/A N/A
AND 2 SCRUTINEERS
PROPOSAL #3.: APPROVE TO REDUCE THE SHARE CAPITAL OF ISSUER NO N/A N/A
THE COMPANY THROUGH CANCELLATION OF OWN SHARES HELD BY
THE COMPANY AND AMEND ARTICLE 4 OF THE COMPANY'S
ARTICLES OF INCORPORATION
PROPOSAL #4.: APPROVE THE COMPANY TO ACQUIRE OWN FDRS ISSUER NO N/A N/A
AND/OR OWN A, B OR C SHARES
PROPOSAL #5.: MISCELLANEOUS ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: SES GLOBAL SA, LUXEMBOURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/6/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ATTENDANCE LIST, ESTABLISH ISSUER NO N/A N/A
THE QUORUM AND ADOPT THE AGENDA
PROPOSAL #2.: ACKNOWLEDGE THE NOMINATION OF A ISSUER NO N/A N/A
SECRETARY 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 2005 ACTIVITIES
REPORT OF THE BOARD
PROPOSAL #4.: RECEIVE THE PRESENTATION OF THE ISSUER NO N/A N/A
PRESIDENT AND CHIEF EXECUTIVE OFFICER ON THE MAIN
DEVELOPMENTS DURING 2005 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 2005 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
2005 AND OF THE 2005 PROFIT AND LOSS ACCOUNTS
PROPOSAL #8.: APPROVE THE ALLOCATION OF 2005 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 ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #11.: GRANT DISCHARGE THE AUDITOR ISSUER NO N/A N/A
PROPOSAL #12.: APPOINT THE AUDITOR FOR THE YEAR 2006 ISSUER NO N/A N/A
AND DETERMINE ITS REMUNERATION
PROPOSAL #13.: APPROVE TO DETERMINE THE REMUNERATION ISSUER NO N/A N/A
OF THE BOARD MEMBERS
PROPOSAL #14.: MISCELLANEOUS ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: SHINHAN FINANCIAL GROUP CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/21/2006 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.: APPROVE THE PARTIAL AMENDMENT TO THE ISSUER YES FOR N/A
ARTICLES OF INCORPORATION
PROPOSAL #3.1: ELECT MR. IL-SEOP KIM AS A OUTSIDE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.2: ELECT MR. SANG-YOON LEE AS A OUTSIDE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.3: ELECT MR. YOON-SOO YOON AS A OUTSIDE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.4: ELECT MR. SI-YEOL YOO AS A OUTSIDE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.5: ELECT MR. BYUNG-HEON PARK AS A OUTSIDE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.6: ELECT MR. YOUNG-HOON CHOI AS A OUTSIDE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.7: ELECT MR. SI-JONG KIM AS A OUTSIDE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.8: ELECT MR. PHILLIPPE REYNIEIX A OUTSIDE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.9: ELECT MR. HAENG-NAM JEONG AS A OUTSIDE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.10: ELECT MR. MYUNG-SOO CHOI AS A OUTSIDE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #4.1: ELECT MR. IL-SEOP KIM AS A MEMBER OF ISSUER YES FOR N/A
THE AUDIT COMMITTEE
PROPOSAL #4.2: ELECT MR. SANG-YOON LEE AS A MEMBER OF ISSUER YES FOR N/A
THE AUDIT COMMITTEE
PROPOSAL #4.3: ELECT MR. SI-JONG KIM AS A MEMBER OF ISSUER YES FOR N/A
THE AUDIT COMMITTEE
PROPOSAL #4.4: ELECT MR. YOUNG-SEOK, CHOI AS A MEMBER ISSUER YES FOR N/A
OF THE AUDIT COMMITTEE
PROPOSAL #5.: APPROVE THE REMUNERATION LIMIT FOR THE ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #6.: APPROVE THE STOCK OPTION FOR STAFF ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: SHINSEGAE CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/3/2006 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.: APPROVE THE PARTIAL AMENDMENT TO THE ISSUER YES FOR N/A
ARTICLES OF INCORPORATION - ADDITIONAL BUSINESS
OBJECTIVES
PROPOSAL #3.: ELECT MR. HAK-SEO, KOO : CEO OF ISSUER YES FOR N/A
SHINSEGAE AS A DIRECTOR
PROPOSAL #4.: ELECT MR. WON-IL, KANG : OUTSIDE ISSUER YES FOR N/A
DIRECTORS OF SHINSEGAE AS A AUDIT COMMITTEE MEMBER
PROPOSAL #5.: APPROVE THE LIMIT OF REMUNERATION FOR ISSUER YES FOR N/A
THE DIRECTORS
------------------------------------------------------------------------------------
ISSUER: SHIONOGI & CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ALLOW DISCLOSURE OF ISSUER YES FOR N/A
SHAREHOLDER MEETING MATERIALS ON THEINTERNET, ALLOW
USE OF ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS,
APPROVE MINOR REVISIONS RELATED TO THE NEW
COMMERCIAL CODE, REDUCE BOARD SIZE
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
------------------------------------------------------------------------------------
ISSUER: SIGNET GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE SIGNET GROUP PLC 2005 LONG ISSUER YES FOR N/A
TERM INCENTIVE PLAN (THE LTIP) THE MAIN FEATURES OF
WHICH ARE SUMMARIZED IN THE CIRCULAR TO SHAREHOLDERS
DATED 14 NOV 2005 AND BEING IN SUBSTANTIALLY THE SAME
FORM AS IN THE DRAFT RULES SUBMITTED TO THE MEETING
AND SIGNED BY THE CHAIRMAN THEREOF FOR THE PURPOSES OF
IDENTIFICATION; B) AUTHORIZED THE DIRECTORS TO DO ALL
ACTS AND THINGS THAT THEY CONSIDER NECESSARY OR
DESIRABLE TO GIVE EFFECT TO THE OPERATION OF THE LTIP;
AND TO ESTABLISH FURTHER PLANS BASED ON THE LTIP BUT
MODIFIED IN SUCH MANNER AS THE DIRECTORS CONSIDER
NECESSARY OR DESIRABLE TO TAKE ACCOUNT OF LOCAL TAX,
EXCHANGE CONTROL OR SECURITIES LAWS IN TERRITORIES
OTHER THAN THE UNITED KINGDOM, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS ARE
TREATED AS COUNTING AGAINST ANY LIMITS ON OVERALL OR
INDIVIDUAL PARTICIPATION IN THE LTIP
------------------------------------------------------------------------------------
ISSUER: SIGNET GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/9/2006 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 AND THE DIRECTORS REPORTS THEREON,
FOR THE YE 28 JAN 2006
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 28 JAN 2006
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT MR. BROOK LAND AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. RUSSELL WALLS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: ELECT MR. MARK LIGHT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: ELECT MR. MALCOLM WILLIAMSON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #8.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR ISSUER YES FOR N/A
OF THE COMPANY 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 #9.: 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 UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 2,900,230;
AUTHORITY EXPIRES AT THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR ON 08 SEP 2007 ; 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.10: AUTHORIZE THE DIRECTORS, SUBJECT TO ISSUER YES FOR N/A
THE PASSING OF RESOLUTION 9 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 9 OR
BY WAY OF A SALE OF TREASURY SHARES, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) OF THAT
ACT , 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 435,035; AUTHORITY EXPIRES AT
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR ON 08 SEP 2007 ; AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.11: AUTHORIZE THE COMPANY, PURSUANT TO ISSUER YES FOR N/A
SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THAT ACT OF UP TO
174,013,800 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 08 SEP 2007 ; 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.: AMEND ARTICLE 95 OF THE COMPANY'S ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION TO INCREASE THE MAXIMUM
PERMISSIBLE AGGREGATE AMOUNT OF FEES THAT MAY BE PAID
TO THE NON-EXECUTIVE DIRECTORS FOR THEIR SERVICES AS
THE DIRECTORS FROM GBP 300,000 PER ANNUM TO GBP
600,000 PER ANNUM
------------------------------------------------------------------------------------
ISSUER: SINGAPORE AIRLINES LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS REPORT ISSUER YES FOR N/A
AND AUDITED FINANCIAL STATEMENTS FOR THE YE 31 MAR
2005 AND THE AUDITORS REPORT THEREON
PROPOSAL #2.: DECLARE A FINAL TAX EXEMPT DIVIDEND OF ISSUER YES FOR N/A
30.0 CENTS PER SGD 0.50 ORDINARY SHARE FOR THE YE 31
MAR 2005
PROPOSAL #3.: RE-APPOINT SIR BRIAN PITMAN, A DIRECTOR ISSUER YES FOR N/A
WHO WILL RETIRE UNDER SECTION153(6) OF THE COMPANIES
ACT, CHAPTER 50, TO HOLD OFFICE FROM THE DATE OF THIS
AGM UNTIL THE NEXT AGM OF THE COMPANY
PROPOSAL #4.a: RE-ELECT MR. FOCK SIEW WAH AS A ISSUER YES AGAINST N/A
DIRECTOR WHO RETIRES BY ROTATION IN ACCORDANCE WITH
ARTICLE 83 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.b: RE-ELECT MR. CHARLES B. GOODE 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 #4.c: RE-ELECT MR. CHEW CHOON SENG 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.: APPROVE THE DIRECTORS FEES OF SGD ISSUER YES FOR N/A
962,000
PROPOSAL #6.: RE-APPOINT MESSRS. ERNST & YOUNG AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
PROPOSAL #7.1: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
PURSUANT TO SECTION 161 OF THE COMPANIES ACT, CHAPTER
50 AND IN ACCORDANCE WITH THE PROVISIONS OF THE
LISTING MANUAL OF SGX-ST FOR THE TIME BEING AND THE
ARTICLES OF ASSOCIATION OF THE COMPANY, TO ISSUE
SHARES IN THE CAPITAL OF THE COMPANY SHARES WHETHER
BY WAY OF RIGHTS, BONUS OR OTHERWISE AND/OR MAKE OR
GRANT OFFERS, AGREEMENTS OR OPTIONS COLLECTIVELY
INSTRUMENTS , UP TO 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
SHAREHOLDERS OF THE COMPANY INCLUDING SHARES TO BE
ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED
PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 10% OF
THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF
PASSING OF THIS RESOLUTION AFTER ADJUSTING FOR 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 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 TO BE HELD
PROPOSAL #7.2: AUTHORIZE THE DIRECTORS TO OFFER AND ISSUER YES AGAINST N/A
GRANT OPTIONS AS DEFINED IN THE SIA EMPLOYEE SHARE
OPTION PLAN IN ACCORDANCE WITH THE RULES OF THE SIA
EMPLOYEE SHARE OPTION PLAN THE PLAN AND TO ALLOT AND
ISSUE FROM TIME TO TIME SUCH NUMBER OF ORDINARY
SHARES OF SGD 0.50 EACH IN THE CAPITAL OF THE COMPANY
AS MAY BE 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 DOES NOT EXCEED 13% OF THE
ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY FROM
PROPOSAL #8.: TRANSACT ANY OTHER BUSINESS ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: SINGAPORE AIRLINES LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: 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 ACT AND IN ACCORDANCE WITH
ALL OTHER LAWS AND REGULATIONS AND RULES OF SINGAPORE
EXCHANGE SECURITIES TRADING LIMITED SGX-ST , TO
PURCHASE OR OTHERWISE ACQUIRE ORDINARY SHARES OF SGD
0.50 EACH ORDINARY SHARES IN THE CAPITAL OF THE
COMPANY, NOT EXCEEDING IN AGGREGATE 10 % OF THE ISSUED
ORDINARY SHARE CAPITAL OF THE COMPANY, BY WAY OF ON-
MARKET PURCHASES ON THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITED SGX-ST AND/OR OFF-MARKET PURCHASES
EFFECTED OTHERWISE THAN ON THE SGX-ST IN ACCORDANCE
WITH ANY EQUAL ACCESS SCHEME'S WHICH SATISFIES THE
CONDITIONS PRESCRIBED BY THE COMPANIES ACT, AT A PRICE
OF UP TO 105% OF THE AVERAGE OF THE CLOSING MARKET
PRICES OF A SHARE OVER THE LAST 5 MARKET DAYS; AND
AUTHORIZE THE DIRECTORS OF THE COMPANY AND/OR ANY OF
THEM TO COMPLETE AND DO ALL SUCH ACTS AND THINGS
DEEMED NECESSARY, EXPEDIENT, INCIDENTAL OR IN THE
INTERESTS OF THE COMPANY TO GIVE EFFECT TO THE
TRANSACTIONS CONTEMPLATED AND/OR AUTHORIZED BY THIS
RESOLUTION; AUTHORITY EXPIRES THE EARLIER OF THE DATE
OF THE NEXT AGM OF THE COMPANY OR THE DATE BY WHICH
THE NEXT AGM OF THE COMPANY IS REQUIRED TO BE HELD BY
LAW
PROPOSAL #2.: AUTHORIZE THE COMPANY, ITS SUBSIDIARIES ISSUER YES FOR N/A
AND ASSOCIATED COMPANIES OR ANY ONE OF THEM, FOR THE
PURPOSES OF CHAPTER 9 OF THE LISTING MANUAL OF THE
SGX-ST, TO ENTER INTO ANY SUCH TRANSACTIONS FALLING
WITHIN THE CATEGORIES OF INTERESTED PERSON
TRANSACTIONS WITH ANY PARTY WHO FALLS WITHIN THE
CLASSES OF INTERESTED PERSONS PROVIDED THAT SUCH
TRANSACTIONS ARE MADE ON NORMAL COMMERCIAL TERMS AND
IN ACCORDANCE WITH THE REVIEW PROCEDURES FOR SUCH
INTERESTED PERSON TRANSACTIONS; AND AUTHORIZE THE
DIRECTORS OF THE COMPANY TO DO ALL SUCH ACTS AND
THINGS DEEMED NECESSARY INCLUDING EXECUTING SUCH
DOCUMENTS AS MAY BE REQUIRED OR IN THE INTERESTS OF
THE COMPANY TO GIVE EFFECT TO IPT MANDATE AND/OR
RESOLUTION; AUTHORITY EXPIRES AT THE NEXT AGM OF THE
PROPOSAL #S.3: AMEND THE ARTICLES OF ASSOCIATION BY ISSUER YES AGAINST N/A
INSERTING A NEW ARTICLE 134A IMMEDIATELY AFTER ARTICLE
134 AS SPECIFIED
PROPOSAL #4.: APPROVE A NEW RESTRICTED SHARE PLAN TO ISSUER YES AGAINST N/A
BE KNOWN AS THE SIA RESTRICTED SHARE PLAN THE SIA
RSP , UNDER WHICH AWARDS RSP AWARDS OF FULLY PAID-UP
ORDINARY SHARES, THEIR EQUIVALENT CASH VALUE OR
COMBINATIONS THEREOF WILL BE GRANTED, FREE OF PAYMENT,
TO SELECTED EMPLOYEES OF THE COMPANY AND/OR ITS
SUBSIDIARIES, INCLUDING EXECUTIVE DIRECTORS OF THE
COMPANY; AUTHORIZE THE DIRECTORS OF THE COMPANY: I) TO
ESTABLISH AND ADMINISTER THE SIA RSP; AND II) TO
MODIFY AND/OR ALTER THE SIA RSP AT ANY TIME AND FROM
TIME TO TIME, PROVIDED THAT SUCH MODIFICATION AND/OR
ALTERATION IS EFFECTED IN ACCORDANCE WITH THE
PROVISIONS OF THE SIA RSP, AND TO DO ALL SUCH ACTS AND
TO ENTER INTO ALL SUCH TRANSACTIONS AND ARRANGEMENTS
AS MAY BE NECESSARY OR EXPEDIENT IN ORDER TO GIVE FULL
EFFECT TO THE SIA RSP; AND TO GRANT RSP AWARDS IN
ACCORDANCE WITH THE PROVISIONS OF THE SIA RSP AND TO
ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF FULLY
PAID-UP ORDINARY SHARES AS MAY BE REQUIRED TO BE
ALLOTTED AND ISSUED PURSUANT TO THE VESTING OF RSP
AWARDS UNDER THE SIA RSP, PROVIDED THAT THE AGGREGATE
NUMBER OF ORDINARY SHARES TO BE ALLOTTED AND ISSUED
PURSUANT TO THE SIA EMPLOYEE SHARE OPTION PLAN THE
SIA ESOP , THE SIA RSP AND THE SIA PSP AS DEFINED IN
RESOLUTION 5 SHALL NOT EXCEED 13% OF THE TOTAL ISSUED
ORDINARY SHARE CAPITAL OF THE COMPANY FROM TIME TO
PROPOSAL #5.: APPROVE A NEW PERFORMANCE SHARE PLAN TO ISSUER YES AGAINST N/A
BE KNOWN AS THE SIA PERFORMANCE SHARE PLAN THE SIA
PSP , UNDER WHICH AWARDS PSP AWARDS OF FULLY PAID-UP
ORDINARY SHARES, THEIR EQUIVALENT CASH VALUE OR
COMBINATIONS THEREOF WILL BE GRANTED, FREE OF PAYMENT,
TO SELECTED EMPLOYEES OF THE COMPANY AND/OR ITS
SUBSIDIARIES, INCLUDING EXECUTIVE DIRECTORS OF THE
COMPANY; AUTHORIZE THE DIRECTORS OF THE COMPANY: I) TO
ESTABLISH AND ADMINISTER THE SIA PSP; AND II) TO
MODIFY AND/OR ALTER THE SIA PSP AT ANY TIME AND FROM
TIME TO TIME, PROVIDED THAT SUCH MODIFICATION AND/OR
ALTERATION IS EFFECTED IN ACCORDANCE WITH THE
PROVISIONS OF THE SIA PSP, AND TO DO ALL SUCH ACTS AND
TO ENTER INTO ALL SUCH TRANSACTIONS AND ARRANGEMENTS
AS MAY BE NECESSARY OR EXPEDIENT IN ORDER TO GIVE FULL
EFFECT TO THE SIA PSP; AND TO GRANT PSP AWARDS IN
ACCORDANCE WITH THE PROVISIONS OF THE SIA PSP AND TO
ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF FULLY
PAID-UP ORDINARY SHARES AS MAY BE REQUIRED TO BE
ISSUED PURSUANT TO THE VESTING OF PSP AWARDS UNDER THE
SIA PSP, PROVIDED THAT THE AGGREGATE NUMBER OF
ORDINARY SHARES TO BE ALLOTTED AND ISSUED PURSUANT TO
THE SIA ESOP, THE SIA PSP AND THE SIA RSP SHALL NOT
EXCEED 13% OF THE TOTAL ISSUED ORDINARY SHARE CAPITAL
OF THE COMPANY FROM TIME TO TIME
------------------------------------------------------------------------------------
ISSUER: SINGAPORE TELECOMMUNICATIONS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, FOR THE PURPOSES OF LISTING ISSUER YES FOR N/A
RULE 10.14 OF THE LISTING RULES OF AUSTRALIAN STOCK
EXCHANGE LIMITED, THE PARTICIPATION BY THE RELEVANT
PERSON IN THE RELEVANT PERIOD SPECIFIED IN PARAGRAPH
2.2 OF THE CIRCULAR DATED 29 JUN 2005 IN THE SINGTEL
PERFORMANCE SHARE PLAN
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 THE 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 10 % OF
THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY, BY
WAY OF ON-MARKET PURCHASES 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
OFF-MARKET PURCHASES EFFECTED OTHERWISE THAN ON THE
SGX-ST IN ACCORDANCE WITH ANY EQUAL ACCESS SCHEME(S)
WHICH SATISFIES THE CONDITIONS PRESCRIBED BY THE ACT,
AND OTHERWISE IN ACCORDANCE WITH ALL OTHER LAWS AND
REGULATIONS AND RULES OF THE SGX-ST OR OTHER
EXCHANGE SHARE PURCHASE MANDATE , AT A PRICE OF UP TO
105% OF THE AVERAGE OF THE CLOSING MARKET PRICE OF
ORDINARY SHARES OVER THE LAST 5 MARKET DAYS IN THE
CASE OF AN ON-MARKET SHARE PURCHASE AND A PRICE UP TO
110% OF SUCH AVERAGE CLOSING PRICE IN CASE OF OFF-
MARKET PURCHASE; 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; AUTHORITY EXPIRES THE EARLIER OF THE DATE
OF THE NEXT AGM OF THE COMPANY OR THE DATE OF THE
NEXT AGM OF THE COMPANY AS REQUIRED BY THE LAW
------------------------------------------------------------------------------------
ISSUER: SINGAPORE TELECOMMUNICATIONS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE FYE 31 MAR 2005, THE DIRECTORS
REPORT AND THE AUDITORS REPORT THEREON
PROPOSAL #2.: DECLARE A FIRST AND FINAL DIVIDEND OF 53 ISSUER YES FOR N/A
1/3% OR 8.0 CENTS PER SHARE AND A SPECIAL DIVIDEND OF
33 1/3% OR 5.0 CENTS PER SHARE, LESS INCOME TAX, IN
RESPECT OF THE FYE 31 MAR 2005
PROPOSAL #3.: RE-ELECT MR. HENG SWEE KEAT INDEPENDENT ISSUER YES FOR N/A
MEMBER OF THE AUDIT COMMITTEE AS A DIRECTOR, WHO
RETIRES BY ROTATION IN ACCORDANCE WITH THE ARTICLE 97
OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-ELECT MR. SIMON ISRAEL AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE
ARTICLE 97 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT PROF. TOMMY KOH AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE ARTICLE
97 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. NICKY TAN NG KUANG ISSUER YES FOR N/A
INDEPENDENT MEMBER OF THE AUDIT COMMITTEE AS A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
THE ARTICLE 97 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #7.: APPROVE THE DIRECTORS FEES PAYABLE BY ISSUER YES FOR N/A
THE COMPANY OF SGD 1,207,000 FOR THE FYE 31 MAR 2005
PROPOSAL #8.: APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO ISSUE SHARES ISSUER YES FOR N/A
IN THE CAPITAL OF THE COMPANY SHARES WHETHER BY WAY
OF RIGHTS, BONUS OR OTHERWISE; AND/OR 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 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 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, 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; SUBJECT TO SUCH MANNER OF
CALCULATION AS MAY BE PRESCRIBED BY THE SINGAPORE
EXCHANGE SECURITIES TRADING LIMITED SGXST FOR THE
PURPOSE OF DETERMINING THE AGGREGATE NUMBER OF SHARES
THAT MAY BE ISSUED, 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: A) 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 B) ANY SUBSEQUENT CONSOLIDATION OR SUB-
DIVISION OF SHARES; 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; AUTHORITY EXPIRES THE EARLIER OF
THE OF THE NEXT AGM OF THE COMPANY OR THE DATE BY
WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW
TO BE HELD
PROPOSAL #10.: 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 MAY BE REQUIRED TO BE ISSUED
PURSUANT TO THE EXERCISE OF OPTIONS UNDER THE
SINGAPORE TELECOM SHARE OPTION SCHEME 1999 1999
SCHEME , PROVIDED ALWAYS THAT THE AGGREGATE NUMBER OF
SHARES TO BE ISSUED PURSUANT TO THE 1999 SCHEME SHALL
NOT EXCEED 5% OF THE ISSUED SHARE CAPITAL OF THE
COMPANY FROM TIME TO TIME AS CALCULATED IN ACCORDANCE
WITH THE RULES OF THE 1999 SCHEME
PROPOSAL #11.: AUTHORIZE THE DIRECTORS TO GRANT AWARDS ISSUER YES FOR N/A
IN ACCORDANCE WITH THE PROVISIONS OF THE SINGTEL
PERFORMANCE SHARE PLAN SHARE PLAN 2004 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 SHARE PLAN 2004, PROVIDED ALWAYS THAT
THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT
TO THE 1999 SCHEME AND THE SHARE PLAN 2004 SHALL NOT
EXCEED 10% OF THE ISSUED SHARE CAPITAL OF THE COMPANY
FROM TIME TO TIME
------------------------------------------------------------------------------------
ISSUER: SMITH & NEPHEW PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE AUDITED ACCOUNTS ISSUER YES FOR N/A
FOR THE YE 31 DEC 2005 TOGETHER WITH THE REPORT OF THE
DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT OF THE ISSUER YES FOR N/A
DIRECTORS FOR THE YE 31 DEC 2005
PROPOSAL #3.: RE-ELECT MR. DAVID ILLINGWORTH AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #4.: RE-ELECT MR. PETER HOOLEY AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #5.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY
PROPOSAL #6.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS OF THE COMPANY
PROPOSAL #7.: APPROVE TO RENEW THE DIRECTORS ISSUER YES FOR N/A
AUTHORIZATION TO ALLOT SECURITIES GRANTED BY ARTICLE
9.2 OF THE COMPANY'S ARTICLES OF ASSOCIATION AND FOR
THE PURPOSES OF ARTICLE 9 OF THE COMPANY'S ARTICLES OF
ASSOCIATION SECTION 80 , AMOUNT FOR THIS PERIOD BE
GBP 52,745,017; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY IN 2007 OR
26 JUL 2007
PROPOSAL #8.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES FOR N/A
TO AMEND THE RULES OF THE SMITH & NEPHEW FRENCH
SHARESAVE PLAN 2002 THE FRENCH SHARESAVE PLAN SO
AS TO ENABLE OPTIONS TO ACQUIRE SHARES IN THE COMPANY
TO BE GRANTED PURSUANT TO AND IN ACCORDANCE WITH THE
FRENCH SHARESAVE PLAN WITHIN THE PERIOD OF 38 MONTHS
ENDING 26 JUN 2009
PROPOSAL #S.9: APPROVE TO RENEW THE DIRECTORS POWER ISSUER YES FOR N/A
TO ALLOT SECURITIES OTHERWISE THAN TO EXISTING
SHAREHOLDERS PRO RATA TO THEIR HOLDINGS GRANTED BY
ARTICLE 9.3 OF THE COMPANY'S ARTICLES OF ASSOCIATION;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY IN 2007 OR 26 JUL 2007 ;
AND FOR THE PURPOSES OF THE ARTICLE 9 OF COMPANY'S
ARTICLES OF ASSOCIATION SECTION 89 FOR THIS AMOUNT
BE GBP 9,408,492
PROPOSAL #S.10: AUTHORIZE THE COMPANY, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ANY EXISTING AUTHORITY AND PURSUANT TO SECTION
166 OF THE COMPANIES ACT 1985 THE ACT , TO MAKE
MARKET PURCHASES SECTION 163(3) OF THE ACT OF UP TO
94,084,923 ORDINARY SHARES 10% OF THE ISSUED SHARE
CAPITAL AS AT 24 FEB 2006 OF 20 PENCE EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 20 PENCE
AND AN AMOUNT EQUAL TO 105% OF AVERAGE OF THE MIDDLE
MARKET QUOTATIONS FOR AN ORDINARY SHARE DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE
5 BUSINESS DAYS PRECEDING THE DATE OF PURCHASE;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 26 JUL 2007 THE EXPIRY
DATE ; 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.11: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR N/A
THE COMPANY AS FOLLOWS: A) BY DELETING THE EXISTING
ARTICLE 168 AND INSERTING THE NEW ARTICLE 168 AS
SPECIFIED; B) BY INSERTING THE SPECIFIED NEW WORDS IN
ARTICLE 123.6 AND BY INSERTING NEW ARTICLES 123.7 AND
123.8 AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: SOCIETE GENERALE, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/30/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE BOARD OF DIRECTORS AND THE ISSUER NO N/A N/A
AUDITORS REPORT, AND APPROVE THE COMPANY'S FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE FYE 31 DEC
2005 AND THE EARNINGS OF EUR 3,069,086,820.68;
PROPOSAL #O.2: APPROVE THE APPROPRIATION OF PROFITS AS ISSUER NO N/A N/A
FOLLOWS: NET PROFIT FOR THE FY: EUR 3,069,086,820.68;
RETAINED EARNINGS: EUR 4,439,665,572.43;
DISTRIBUTABLE TOTAL: EUR 7,508,752,393.11; RETAINED
EARNINGS ACCOUNT: EUR 1,114,790,006.18; DIVIDEND: EUR
1,954,296,814.50; THE RESERVE WHICH AMOUNTED EUR
10,111,265,559.65 AFTER ALLOCATION OF THE 2004 INCOME
OF EUR 9,238,209,010.49 RETAINED EARNINGS AMOUNTED TO
EUR 4,439,665,572.43 AFTER ALLOCATION OF THE 2004
INCOME EUR 5,554,455,578.61 AND, THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 1.25, WITH A FRENCH TAX
CODE OF EUR 4.50 AT THE 40% ALLOWANCE; THIS DIVIDEND
WILL BE PAID ON 06 JUN 2006
PROPOSAL #O.3: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND STATUTORY AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID
FINANCIAL STATEMENTS AND FY
PROPOSAL #O.4: APPROVE THE SPECIAL AUDITORS REPORT, IN ISSUER NO N/A N/A
ACCORDANCE WITH THE PROVISIONS OF ARTICLE L.225-22-1,
L.225-38 AND L.225-42-1 AND FOLLOWINGS OF THE FRENCH
COMMERCIAL CODE
PROPOSAL #O.5: APPROVE TO RENEW THE TERM OF OFFICE TO ISSUER NO N/A N/A
MR. ROBERT A. DAY AS A DIRECTOR FOR 4 YEARS
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE TO ISSUER NO N/A N/A
MR. ELIE COHEN AS A DIRECTOR FOR 4 YEARS
PROPOSAL #O.7: APPOINT MR. GIANMILIO OSCULATI AS A ISSUER NO N/A N/A
DIRECTOR FOR A 4 YEARS
PROPOSAL #O.8: APPOINT MR. LUC VANDEVELDE AS A ISSUER NO N/A N/A
DIRECTOR FOR A 2-YEAR PERIOD
PROPOSAL #O.9: APPROVE TO ALLOCATE EUR 750,000.00 TO ISSUER NO N/A N/A
THE BOARD OF DIRECTORS AS ANNUAL FEES
PROPOSAL #O.10: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
DELOITTE AND ASSOCIES STATUTORY AUDITOR FOR THE FY'S
2006 TO 2011
PROPOSAL #O.11: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
ERNST AND YOUNG AS STATUTORY AUDITOR FOR THE FY'S 2006
TO 2011
PROPOSAL #O.12: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
MR. ALIAN PONS AS DEPUTY AUDITOR TO THE COMPANY
DELOITTE ASSOCIES FOR THE FY'S 2006 TO 2011
PROPOSAL #O.13: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
MR. GABRIEL GALET AS DEPUTY AUDITOR OF THE COMPANY
ERNST & YOUNG FOR THE FY'S 2006 TO 2011
PROPOSAL #O.14: AUTHORIZE THE BOARD, IN SUBSTITUTION ISSUER NO N/A N/A
FOR THE AUTHORITY OF THE GENERAL MEETING ON 09 MAY
2005, TO TRADE THE COMPANY'S SHARES ON THE STOCK
EXCHANGE IN VIEW OF ADJUSTING THEIR PRICE AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR
165.00; MINIMUM SELLING PRICE: EUR 70.00; AND, MAXIMUM
NUMBER OF SHARES 43,428,818 TO BE TRADED 10% OF THE
SHARE CAPITAL ; MAXIMUM FUNDS INVESTED IN THE SHARE
BUYBACKS: EUR 7,165,754,970.00; AUTHORITY EXPIRES AT
THE END OF 18 MONTHS ; AND AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
IN FRANCE OR ABROAD, UP TO A MAXIMUM NOMINAL AMOUNT OF
EUR 220,000,000.00 BY WAY OF ISSUING ORDINARY SHARES
OTHER SECURITIES GIVING ACCESS TO THE CAPITAL UP TO
MAXIMUM NOMINAL AMOUNT OF EUR 550,000,000.00 BY WAY OF
CAPITALIZING RESERVES, PROFITS, PREMIUMS OR OTHER
MEANS, PROVIDED THAT SUCH ISSUE IS ALLOWED BY LAW AND
UNDER THE BY-LAWS TO BE CARRIED OUT THROUGH THE ISSUE
OF BONUS SHARES OR THE RAISE OF THE PAR VALUE OF THE
EXISTING SHARES; THE NOMINAL AMOUNT OF DEBT SECURITIES
ISSUED SHALL NOT EXCEED EUR 6,000,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; THIS
AUTHORIZATION SUPERSEDED THE AUTHORIZATION GRANTED BY
RESOLUTION 12 OF THE SHAREHOLDERS MEETING OF 29 APR
2006
PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
IN FRANCE OR ABROAD, UP TO A MAXIMUM NOMINAL AMOUNT OF
EUR 110,000,000.00 BY WAY OF ISSUING ORDINARY SHARES
OTHER SECURITIES GIVING ACCESS TO THE CAPITAL UP TO
MAXIMUM NOMINAL AMOUNT OF EUR 600,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; APPROVE
THAT THESE ISSUES MAY BE ACHIEVED IN CONSIDERATION FOR
SECURITIES WHICH WOULD BE BROUGHT TO SOCIETE GENERALE
IN THE FRAMEWORK OF A PUBLIC EXCHANGE OFFER INITIATED
BY THE COMPANY CONCERNING THE SHARES OF ANOTHER
COMPANY; THIS AUTHORIZATION SUPERSEDED THE
AUTHORIZATION GRANTED BY RESOLUTION 12 OF THE
SHAREHOLDERS MEETING OF 29 APR 2006
PROPOSAL #E.17: APPROVE THAT THE BOARD OF DIRECTORS ISSUER NO N/A N/A
MAY DECIDE TO INCREASE THE NUMBER OF SECURITIES TO BE
ISSUED IN THE EVENT OF A SURPLUS DEMAND IN THE
FRAMEWORK OF A CAPITAL INCREASE, FOR EACH OF THE
ISSUES WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHT
OF SHAREHOLDER, WITHIN 30 DAYS OF THE CLOSING OF THE
SUBSCRIPTION PERIOD AND UP TO A MAXIMUM OF 15% OF
GENERAL MEETING PROXY SERVICES INITIAL ISSUE, AT THE
SAME PRICE AS THE ONE OF THE INITIAL ISSUANCE,
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.18: AUTHORIZE THE BOARD, TO INCREASE THE ISSUER NO N/A N/A
SHARE CAPITAL BY UP TO 10%, IN CONSIDERATION FOR THE
CONTRIBUTION IN KIND GRANTED TO THE COMPANY AND
COMPRISED OF CAPITAL SECURITIES GIVEN ACCESS TO SHARE
CAPITAL WITHOUT PREFERENTIAL SUBSCRIPTION RIGHT;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.19: AUTHORIZE THE BOARD, IN SUBSTITUTION ISSUER NO N/A N/A
FOR THE EXISTING AUTHORITY TO THE SHAREHOLDER ON 29
APR 2004, TO INCREASE THE SHARE CAPITAL, ON ONE OR
MORE OCCASIONS, AT ITS SOLE DISCRETION, IN FAVOR OF
MEMBERS OF THE COMPANY OR A GROUP SAVINGS PLAN
BELONGING TO SOCIETE GENERALE OR RELATED COMPANIES;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; FOR AN
AMOUNT THAT NOT EXCEEDING EUR 16,300,000.00; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR AUTHORITY GRANTED BY THE SHAREHOLDERS
MEETING IN RESOLUTION 16 ON 29 APR 2004, TO GRANT IN
ONE OR MORE TRANSACTIONS, IN FAVOR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE COMPANY AND RELATED
COMPANIES, OPTIONS TO SUBSCRIBE FOR NEW SHARES IN THE
COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE,
OR TO PURCHASE EXISTING SHARES PURCHASED BY THE
COMPANY, IT BEING PROVIDED THE OPTIONS SHALL NOT GIVE
RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL EXCEED
4% OF THE SHARE CAPITAL, AUTHORITY EXPIRES AT THE
END OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.21: AUTHORIZE THE BOARD, IN SUBSTITUTION ISSUER NO N/A N/A
FOR THE AUTHORITY GRANTED BY THE SHAREHOLDERS MEETING
IN RESOLUTION 11 ON 09 MAY 2005, TO GRANT FOR FREE
EXISTING OR FUTURE SHARES, IN FAVOR OF THE EXECUTIVE
EMPLOYEES OR CLASSED AS SUCH OR SOME OF THE EXECUTIVE
CATEGORIES, AS WELL AS IN FAVOR OF THE CORPORATE
OFFICERS OF THE COMPANY AND RELATED COMPANIES, WITHIN
THE LIMIT OF 2% OF THE SHARE CAPITAL AND THE CEILING
OF 4% OF THE CAPITAL REPRESENTING ON OVERALL CEILING
FOR RESOLUTIONS 20 AND 21, THEY MAY NOT REPRESENT MORE
THAN 4% OF THE SHARE CAPITAL, AUTHORITY EXPIRES AT
THE END OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.22: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
CANCEL, ON ONE OR MORE OCCASIONS, AND AT ITS SOLE
DISCRETION, ALL OR PART OF THE SHARES HELD BY THE
COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, UP
TO A MAXIMUM OF 10% OF THE TOTAL NUMBER OF SHARES,
OVER A 24-MONTH PERIOD; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS IN SUBSTITUTION FOR AUTHORITY GRANTED BY
THE SHAREHOLDERS MEETING IN RESOLUTION 17 ON 29 APR
2004
PROPOSAL #E.23: AUTHORIZE ALL THE POWERS TO THE BEARER ISSUER NO N/A N/A
OF AN ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF
THIS MEETING TO CARRY OUT ALL FILLINGS, PUBLICATIONS
AND OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: STANDARD BANK GROUP LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENTS AND ISSUER YES FOR N/A
STATUTORY REPORTS FOR THE YE 31 DEC 2005
PROPOSAL #2.1: APPROVE THE REMUNERATION OF THE GROUP ISSUER YES FOR N/A
CHAIRMAN: ZAR 2,587,310 PER ANNUM
PROPOSAL #2.2: APPROVE THE REMUNERATION OF THE GROUP ISSUER YES FOR N/A
DIRECTOR: ZAR10,500 PER ANNUM
PROPOSAL #2.3: APPROVE THE REMUNERATION OF THE GROUP ISSUER YES FOR N/A
INTERNATIONAL DIRECTOR: GBP 25,200 PER ANNUM
PROPOSAL #2.4: APPROVE THE REMUNERATION OF THE GROUP ISSUER YES FOR N/A
CREDIT COMMITTEE MEMBER: ZAR 12,000 PER ANNUM
PROPOSAL #2.5: APPROVE THE REMUNERATION OF THE AFRICA ISSUER YES FOR N/A
CREDIT COMMITTEE MEMBER: ZAR 12,000 PER ANNUM
PROPOSAL #2.6: APPROVE THE REMUNERATION OF THE ISSUER YES FOR N/A
DIRECTORS IN THE DIRECTORS AFFAIRS COMMITTEE: ZAR
23,100 PER ANNUM
PROPOSAL #2.7: APPROVE THE REMUNERATION OF THE RISK ISSUER YES FOR N/A
MANAGEMENT COMMITTEE CHAIRMAN: ZAR 136,800 PER ANNUM
AND MEMBERS: ZAR 68,400 PER ANNUM
PROPOSAL #2.8: APPROVE THE REMUNERATION OF THE GROUP ISSUER YES FOR N/A
REMUNERATION COMMITTEE CHAIRMAN: ZAR 105,000 PER ANNUM
AND MEMBERS: ZAR 52,500 PER ANNUM
PROPOSAL #2.9: APPROVE THE REMUNERATION OF THE ISSUER YES FOR N/A
TRANSFORMATION COMMITTEE CHAIRMAN: ZAR 90,300 PER
ANNUM AND MEMBERS: ZAR 45,150 PER ANNUM
PROPOSAL #2.10: APPROVE THE REMUNERATION OF THE GROUP ISSUER YES FOR N/A
AUDIT COMMITTEE CHAIRMAN: ZAR 188,100 PER ANNUM AND
MEMBERS: ZAR 94,050 PER ANNUM
PROPOSAL #2.11: APPROVE THE REMUNERATION OF THE ISSUER YES FOR N/A
DIRECTORS FOR AD HOC MEETING ATTENDANCE - ZAR 10,500
PROPOSAL #3.1: RE-ELECT MR. DOUG BAND AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: RE-ELECT MR. BUDDY HAWTON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT MR. SAM JONAH KBE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: RE-ELECT SIR PAUL JUDGE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: RE-ELECT MR. ADV KGOMOTSO MOROKA AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.6: RE-ELECT MR. CHRIS NISSEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPROVE THE ISSUANCE OF SHARES PURSUANT ISSUER YES AGAINST N/A
TO THE STANDARD BANK EQUITY GROWTH SCHEME
PROPOSAL #4.2: APPROVE THE ISSUANCE OF SHARES PURSUANT ISSUER YES AGAINST N/A
TO THE STANDARD BANK GROUP SHARE INCENTIVE SCHEME
PROPOSAL #4.3: APPROVE TO PLACE AUTHORIZED BUT ISSUER YES FOR N/A
UNISSUED SHARES UNDER THE CONTROL OF THE DIRECTORS
PROPOSAL #4.4: APPROVE TO PLACE AUTHORIZED BUT ISSUER YES FOR N/A
UNISSUED PREFERENCE SHARES UNDER THE CONTROL OF THE
DIRECTORS
PROPOSAL #4.5: APPROVE THE CASH DISTRIBUTION TO ISSUER YES FOR N/A
SHAREHOLDERS BY WAY OF REDUCTION OF SHARE PREMIUM
ACCOUNT
PROPOSAL #S.5: AUTHORIZE THE COMPANY OR ITS ISSUER YES FOR N/A
SUBSIDIARIES TO REPURCHASE OF UP TO 10% OF ISSUED
SHARE CAPITAL; AUTHORITY EXPIRES AT THE NEXT GENERAL
MEETING
------------------------------------------------------------------------------------
ISSUER: STMICROELECTRONICS N V
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: CALL TO ORDER AND OPENING ISSUER NO N/A N/A
PROPOSAL #2.: RECEIVE THE REPORT OF THE MANAGING BOARD ISSUER NO N/A N/A
ON THE 2005 FY
PROPOSAL #3.: RECEIVE THE REPORT OF THE SUPERVISORY ISSUER NO N/A N/A
BOARD ON THE 2005 FY
PROPOSAL #4.A: APPROVE AND ADOPT THE ANNUAL ACCOUNTS ISSUER NO N/A N/A
FOR THE 2005 FY IN ACCORDANCE WITH IFRS
PROPOSAL #4.B: DECLARE A DIVIDEND OF USD 0.12 PER ISSUER NO N/A N/A
COMMON SHARE IN ACCORDANCE WITH THE DIVIDEND POLICY
PROPOSAL #4.C: GRANT DISCHARGE TO THE SOLE MEMBER OF ISSUER NO N/A N/A
THE MANAGING BOARD
PROPOSAL #4.D: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.A: APPOINT MR. DIDIER LAMOUCHE AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD FOR A TERM OF 3 YEAR
PROPOSAL #5.B: APPOINT MR. DOUG DUNN AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD FOR A TERM OF 3 YEAR
PROPOSAL #5.C: APPOINT MR. ROBERT WHITE AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD FOR A TERM OF 1 YEAR
PROPOSAL #6.: APPROVE THE COMPENSATION OF THE MEMBERS ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #7.: APPROVE THE GRANT OF STOCK-BASED PORTION ISSUER NO N/A N/A
OF THE COMPENSATION OF THE PRESIDENT OR CHIEF
EXECUTIVE OFFICER AND AUTHORIZE THE SUPERVISORY BOARD
TO GRANT UP TO A MAXIMUM OF 100,000 COMMON SHARES
PROPOSAL #8.: APPROVE THE MAIN TERMS FOR THE GRANT OF ISSUER NO N/A N/A
STOCK-BASED COMPENSATION FOR SELECTED EMPLOYEES AND
DELEGATION TO THE SUPERVISORY BOARD OF THE AUTHORITY
TO ALL OTHER TERMS OF SUCH GRANT
PROPOSAL #9.: AUTHORIZE THE SUPERVISORY BOARD TO ISSUE ISSUER NO N/A N/A
NEW SHARES, TO GRANT RIGHTS TO SUBSCRIBE FOR NEW
SHARES AND TO LIMIT AND/OR EXCLUDE EXISTING
SHAREHOLDERS PRE-EMPTIVE RIGHTS; AUTHORITY EXPIRES
AT THE END OF 5 YEARS
PROPOSAL #10.: QUESTIONS ISSUER NO N/A N/A
PROPOSAL #11.: CLOSE ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: SUEZ, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE MANAGEMENT REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND THE AUDITORS GENERAL REPORT:
APPROVES THE PARENT COMPANY'S FINANCIAL STATEMENTS AND
THE BALANCE SHEET FOR THE YE 31 DEC 2005
PROPOSAL #O.2: RECEIVE THE MANAGEMENT REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND THE REPORT OF THE STATUTORY
AUDITORS : APPROVES THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED TO
THE MEETING
PROPOSAL #O.3: APPROVE THE RECOMMENDATIONS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND RESOLVES THAT THE NET EARNINGS
FOR THE FYE EUR 1,000,428,439.49, PLUS RETAINED
EARNINGS: EUR 1,923,098,936.45, REPRESENTING
DISTRIBUTABLE INCOME OF EUR 2,923,527,375.94 BE
APPROPRIATED AS FOLLOWS: STATUTORY DIVIDEND: EUR
127,105,605.90, ADDITIONAL DIVIDEND: EUR
1,143,950,453.10 AND THE TOTAL DISTRIBUTION: EUR
1,652,471,316.94; THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 1.00 PER SHARE, AND WILL ENTITLE TO
THE 40% ALLOWANCE PROVIDED BY THE FRENCH TAX CODE,
THIS DIVIDEND WILL BE PAID ON 08 MAY 2006 IN THE EVENT
THAT THE COMPANY HOLDS SOME OF ITS OWN SHARES ON SUCH
DATE, THE AMOUNT OF THE UNPAID DIVIDEND ON SUCH
SHARES SHALL BE ALLOCATED TO THE OTHER RESERVES
ACCOUNT AS REQUIRED BY LAW
PROPOSAL #O.4: APPROVE THE SPECIAL REPORT OF AUDITORS ISSUER NO N/A N/A
ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-38 OF THE
FRENCH COMMERCIAL CODE AND APPROVES THE SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
JEAN-JACQUES SALANE AS A DIRECTOR FOR 4 YEAR PERIOD
PROPOSAL #O.6: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 40.00, MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED: 10% OF THE SHARE CAPITAL, MAXIMUM FUNDS
INVESTED IN THE SHARE BUYBACKS: EUR 5,000,000,000.00;
AND GRANT ALL POWERS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS AND IT SUPERSEDES THE
AUTHORIZATION GRANTED BY THE COMBINED SHAREHOLDERS
MEETING OF 13 MAY 2005
PROPOSAL #E.7: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN ONE OF MORE OCCASIONS
AND ITS SOLE DISCRETION, WITH PREFERRED SUBSCRIPTION
RIGHTS MAINTAINED: I) BY WAY OF ISSUING ORDINARY
SHARES AND-OR SECURITIES GIVING ACCESS TO SHARES OF
THE COMPANY OR OF SUBSIDIARIES, II) BY WAY OF
CAPITALIZING RESERVES, PROFITS, PREMIUMS OR OTHER
MEANS, PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED BY
THE LAW AND UNDER THE BY-LAWS, TO BE CARRIED OUT
THROUGH THE ISSUE OF BONUS SHARES OR THE RAISE OF THE
PAR VALUE OF THE EXISTING SHARES, THE MAXIMAL NOMINAL
AMOUNT OF ORDINARY SHARES ISSUED UNDER THIS DELEGATION
OF AUTHORITY SHALL NOT EXCEED THE CEILING OF EUR
500,000,000.00 AND THE MAXIMAL NOMINAL AMOUNT OF DEBT
SECURITIES ISSUED SHALL NOT EXCEED THE CEILING OF EUR
5,00,000,000.00 IN THE EVENT OF A CAPITALIZATION OF
RESERVES, PROFITS, PREMIUMS OR OTHERS MEANS, THE
MAXIMAL NOMINAL AMOUNT OF CAPITAL INCREASE SHALL NOT
EXCEED THE OVERALL AMOUNT OF THE SUMS WHICH CAN BE
CAPITALIZED, THE BOARD OF DIRECTORS MAY DECIDE TO
INCREASE THE NUMBER OF SECURITIES TO BE ISSUED WITHIN
30 DAYS OF THE CLOSING OF THE SUBSCRIPTION PERIOD,
WITHIN THE LIMIT OF 15% OF THE INITIAL ISSUE, WITHIN
THE LIMIT OF THE CEILING OF EUR 500,000,000.00; AND
GRANT ALL POWERS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND IT SUPERSEDES THE
AUTHORIZATIONS TO INCREASE THE CAPITAL WITH PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED GRANTED BY THE
COMBINED SHAREHOLDERS MEETING OF 27 APR 2004
PROPOSAL #E.8: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN FRANCE OR ABROAD, IN
ONE OF MORE OCCASIONS WITHOUT PREFERRED SUBSCRIPTION
RIGHTS MAINTAINED: BY WAY OF ISSUING: I) BY THE
COMPANY, ORDINARY SHARES AND/OR SECURITIES GIVING
ACCESS TO THE SHARES OF THE COMPANY OR OF
SUBSIDIARIES, GIVING THAT THESE SHARES MAY BE ISSUED
IN CONSIDERATION FOR THE SECURITIES TENDERED IN A
PUBLIC EXCHANGE OFFER AND, WITHIN THE LIMIT OF 10% OF
THE COMPANY SHARE CAPITAL, IN CONSIDERATION FOR THE
CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND
COMPRISED OF THE CAPITAL, SECURITIES OR SECURITIES
GIVING ACCESS TO SHARE CAPITAL, II) AND/OR BY ONE OF
THE SUBSIDIARIES OF SUEZ, OF ANY SECURITIES GIVING
ACCESS TO SHARE CAPITAL THE MAXIMAL NOMINAL AMOUNT OF
SHARES ISSUED UNDER THIS DELEGATION OF AUTHORITY SHALL
NOT EXCEED THE CEILING OF EUR 500,000,000.00; AND TO
INCREASE THE NUMBER OF SECURITIES TO BE ISSUED WITHIN
30 DAYS OF THE CLOSING OF THE SUBSCRIPTION PERIOD,
WITHIN THE LIMIT OF 15% OF THE INITIAL ISSUE, AT THE
SAME PRICE AS THE INITIAL ISSUE, WITHIN THE LIMIT OF
THE CEILING OF EUR 500,000,000.00; AND GRANT ALL
POWERS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE
END OF 26 MONTHS AND IT SUPERSEDES THE AUTHORIZATIONS
TO INCREASE THE CAPITAL WITH PREFERRED SUBSCRIPTION
RIGHTS MAINTAINED GRANTED BY THE COMBINED SHAREHOLDERS
MEETING OF 27 APR 2004
PROPOSAL #E.9: AUTHORIZE THE BOARD OF DIRECTORS FOR ISSUER NO N/A N/A
EACH OF THE ISSUES DECIDED IN THE 8 RESOLUTION, FOR A
26-MONTH PERIOD AND WITHIN THE LIMIT OF 10% OF THE
COMPANY'S SHARE CAPITAL, TO SET THE ISSUE PRICE, IN
ACCORDANCE WITH THE TERMS AND CONDITIONS DETERMINED BY
THE SHAREHOLDERS MEETING AND THE NOMINAL AMOUNT OF
CAPITAL INCREASE SHALL COUNT AGAINST THE NOMINAL VALUE
OF SHARES ISSUED IN RESOLUTIONS 7 AND 8; AND GRANT
ALL POWERS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.10: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
ISSUE ON ONE OR SEVERAL OCCASIONS PURSUANT TO THE
PROVISIONS OF THE ARTICLES L.223-32 II AND L. 223-33
OF THE FRENCH COMMERCIAL CODE EQUITY WARRANTS ENABLING
SUBSCRIPTION UNDER PREFERENTIAL TERM TO SHARE OR
SHARES IN THE COMPANY AND THE FREE ALLOTMENT THEREOF
TO ALL OF THE COMPANY'S SHAREHOLDERS HAVING
SHAREHOLDERS HAVING SHAREHOLDERS STATUS BEFORE THE
EXPIRY OF THE PUBLIC OFFER PERIOD AS WELL AS TO
DETERMINE THE CONDITIONS OF EXERCISE AND FEATURES OF
THE WARRANTS, THE TOTAL MAXIMUM PAR VALUE OF ORDINARY
SHARES ISSUED IN THIS WAY MAY NOT EXCEED A LIMIT OF
EUR 2.7 BILLIONS AND THE MAXIMUM NUMBER OF WARRANTS
ISSUED MAY NOT EXCEED THE NUMBER OF SHARES MAKING UP
THE SHARE CAPITAL AT THE TIME THAT THE WARRANTS ARE
ISSUED AND APPROVE THAT THIS AUTHORIZATION MAY ONLY BE
USED IN THE EVENT OF A PUBLIC OFFER OF THE COMPANY
AND CONFER FULL POWERS ON THE BOARD OF DIRECTORS WITH
THE POSSIBILITY OF SUB DELEGATION BY THE BOARD TO
IMPLEMENT THIS AUTHORIZATION PURSUANT TO APPLICABLE LAW
PROPOSAL #E.11: GRANT ALL POWERS TO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TO PROCEED WITH THE ISSUANCE, ON ONE OR MORE
OCCASIONS, IN FRANCE OR ABROAD, UP TO A MAXIMUM
NOMINAL AMOUNT OF EUR 5,000,000,000.00, OF COMPOUND
DEBT SECURITIES; ; AUTHORITY EXPIRES AT THE END OF 26
MONTHS AND IT SUPERSEDES THE AUTHORIZATION GRANTED
BY THE COMBINED SHAREHOLDERS MEETING OF 05 MAY 2000
IN ORDER TO ISSUE BONDS AND DEBT SECURITIES
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN ONE OF MORE OCCASIONS,
BY WAY OF ISSUING SHARES TO BE PAID BY CASH, IN FAVOUR
OF EMPLOYEES OF THE COMPANY AND RELATED COMPANIES WHO
ARE THE MEMBERS OF A COMPANY SAVINGS PLAN FOR A TOTAL
NUMBER OF SHARES THAT SHALL NOT EXCEED 3% OF THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 5 YEAR
AND IT SUPERSEDES THE AUTHORIZATION GRANTED BY THE
COMBINED SHAREHOLDERS MEETING OF 27 APR 2004
PROPOSAL #E.13: GRANT ALL POWERS TO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TO INCREASE ON ONE OR MORE OCCASIONS, THE
SHARE CAPITAL TO A MAXIMUM NOMINAL AMOUNT OF EUR
30,000,000.00, BY ISSUANCE, WITHOUT THE SHAREHOLDERS
PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF A MAXIMUM
NUMBER OF 15,000,000 NEW SHARES OF A PAR VALUE OF EUR
2.00 EACH; AND THE SHAREHOLDERS MEETING DECIDES TO
CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS IN FAVOUR OF COMPANY SPRING MULTIPLE 2006 SCA;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS
PROPOSAL #E.14: GRANT ALL POWERS TO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TO REDUCE THE SHARE CAPITAL, ON ONE OR MORE
OCCASIONS, BY CANCELING ALL OR PART OF THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, UP TO A MAXIMUM OF 10% OF THE SHARE CAPITAL OVER
A 24-MONTH PERIOD AND GRANT ALL POWERS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRES AT THE END OF 18
MONTHS AND IT SUPERSEDES THE AUTHORIZATION GRANTED BY
THE SHAREHOLDERS MEETING OF 13 MAY 2005
PROPOSAL #E.15: AMEND THE ARTICLE 7.4 OF THE BY-LAWS- ISSUER NO N/A N/A
NOTIFICATIONS TO BE DONE TO THE COMPANY
PROPOSAL #E.16: GRANT ALL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: SUMITOMO CORPORATION (SUMITOMO SHOJI KAISHA,LTD.)
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
(PLEASE REFER TO THE ATTACHED PDF FILES.)
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: APPROVE ISSUING NEW SHARE ACQUISITION ISSUER YES FOR N/A
RIGHTS IN THE FORM OF STOCK OPTIONS TOTHE COMPANY'S
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES
PROPOSAL #6: APPROVE PRESENTATION OF RETIREMENT ISSUER YES FOR N/A
BONUSES TO RETIRING DIRECTORS AND ACORPORATE AUDITOR
AND SEVERANCE PAYMENTS IN CONJUNCTION WITH ABOLITION
OF THE RETIREMENT BONUS SYSTEM
PROPOSAL #7: APPROVE ISSUING NEW SHARE ACQUISITION ISSUER YES FOR N/A
RIGHTS IN THE FORM OF STOCK OPTIONSSCHEME FOR A STOCK-
LINKED COMPENSATION PLAN TO THE COMPANY'S DIRECTORS
AND EXECUTIVE OFFICERS
------------------------------------------------------------------------------------
ISSUER: SUMITOMO HEAVY INDUSTRIES LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND JPY2.5
PROPOSAL #2: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
REDUCE THE SCOPE OF BUSINESS LINES,APPROVE REVISIONS
RELATED TO THE NEW COMMERCIAL CODE (PLEASE REFER TO
THE ATTACHED PDF FILES.)
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
DIRECTORS
------------------------------------------------------------------------------------
ISSUER: SUMITOMO METAL INDUSTRIES LTD, OSAKA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ALLOW DISCLOSURE OF ISSUER YES AGAINST N/A
SHAREHOLDER MEETING MATERIALS ON THEINTERNET, APPOINT
INDEPENDENT AUDITORS , APPROVE MINOR REVISIONS RELATED
TO THE NEW COMMERCIAL CODE, REDUCE TERM OF OFFICE
OF DIRECTORS
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
CORPORATE OFFICERS
PROPOSAL #6: APPROVE ADOPTION OF TAKEOVER DEFENSE ISSUER YES AGAINST N/A
MEASURES
------------------------------------------------------------------------------------
ISSUER: SUMITOMO MITSUI FINANCIAL GROUP INC, TOKYO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: APPROVE CAPITAL RESERVES REDUCTION ISSUER YES FOR N/A
PROPOSAL #3: APPROVE PURCHASE OF OWN SHARES ISSUER YES FOR N/A
PROPOSAL #4: AMEND ARTICLES TO: ADOPT REDUCTION OF ISSUER YES FOR N/A
LIABILITY SYSTEM FOR OUTSIDE AUDITORS,ADOPT REDUCTION
OF LIABILITY SYSTEM FOR OUTSIDE DIRECTORS , ALLOW
DISCLOSURE OF SHAREHOLDER MEETING MATERIALS ON THE
INTERNET, APPROVE MINOR REVISIONS RELATED TO THE
NEW COMMERCIAL CODE, REDUCE AUTHORIZED CAPITAL
PROPOSAL #5.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.1: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #7: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS AND CORPORATEAUDITORS
------------------------------------------------------------------------------------
ISSUER: SUMITOMO TRUST & BANKING CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ADOPT REDUCTION OF ISSUER YES FOR N/A
LIABILITY SYSTEM FOR OUTSIDE AUDITORS,ADOPT REDUCTION
OF LIABILITY SYSTEM FOR OUTSIDE DIRECTORS , ALLOW
COMPANY TO REPURCHASE ITS OWN SHARES, ALLOW
DISCLOSURE OF SHAREHOLDER MEETING MATERIALS ON THE
INTERNET, APPROVE MINOR REVISIONS RELATED TO THE NEW
COMMERCIAL CODE, REDUCE AUTHORIZED CAPITAL
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: APPOINT A DIRECTOR ISSUER YES FOR N/A
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ISSUER: SUZANO BAHIA SUL PAPEL E CELULOSE SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BOARD OF DIRECTORS REPORT, ISSUER NO N/A N/A
THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND
THE FINANCE COMMITTEE OPINION REPORT FOR THE FYE 31
DEC 2005
PROPOSAL #2.: APPROVE THE ALLOCATION OF THE NET PROFIT ISSUER NO N/A N/A
FROM THE FY; AND RATIFY THE PAYMENT OF INTEREST OVER
OWN CAPITAL OF BRL 0.45815 PER COMMON SHARE, BRL
0.50397 PER CLASS A PREFERRED SHARE, BRL 0.50397 PER
CLASS B WITH THE RIGHT TO A FULL DIVIDEND AND BRL
0.24991 PER P REFERRED CLASS B SHARE ISSUED ON 4 JUL
2005, MADE ON 4 JAN 2 006, MAKING UP, THEREFORE, THE
TOTAL AMOUNT OF BRL 138,438,056.55, TO BE IMPUTED IN
THE PAYMENT OF THE MANDATORY DIVIDEND
PROPOSAL #3.: ELECT THE MEMBERS OF THE BOARD OF ISSUER YES ABSTAIN N/A
DIRECTORS
PROPOSAL #4.: ELECT THE MEMBERS OF THE FINANCE ISSUER YES ABSTAIN N/A
COMMITTEE AND APPROVE TO SET THEIR REMUNERATION
PROPOSAL #5.: APPROVE TO SET THE DIRECTORS AND BOARD ISSUER NO N/A N/A
OF DIRECTORS REMUNERATION
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ISSUER: SVENSKA CELLULOSA SCA AB
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/6/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE AGM AND ELECT MR. SVEN ISSUER YES FOR N/A
UNGER, ATTORNEY AT LAW, AS THE CHAIRMAN OF THE MEETING
PROPOSAL #2.: APPROVE THE VOTING LIST ISSUER YES FOR N/A
PROPOSAL #3.: ELECT 2 PERSONS TO CHECK THE MINUTES ISSUER YES FOR N/A
PROPOSAL #4.: ACKNOWLEDGE WHETHER THE AGM HAS BEEN ISSUER YES FOR N/A
DULY CONVENED
PROPOSAL #5.: APPROVE THE AGENDA ISSUER YES FOR N/A
PROPOSAL #6.: RECEIVE THE ANNUAL REPORT AND THE ISSUER YES FOR N/A
AUDITOR'S REPORT, AND THE CONSOLIDATED FINANCIAL
STATEMENTS AND THE AUDITORS REPORT ON THE
CONSOLIDATED FINANCIAL STATEMENTS
PROPOSAL #7.A: APPROVE TO ADOPT THE INCOME STATEMENT ISSUER YES FOR N/A
AND THE BALANCE SHEET, AND THE CONSOLIDATED INCOME
STATEMENT AND THE CONSOLIDATED BALANCE SHEET
PROPOSAL #7.B: APPROVE TO SET THE DIVIDENDS AT SEK 11 ISSUER YES FOR N/A
PER SHARE AND THE RECORD DATE FOR DIVIDEND WILL BE
TUESDAY, 11 APR, 2006 PAYMENT THROUGH THE VPC AB, IS
ESTIMATED TO BE MADE ON TUESDAY, 18 APR 2006
PROPOSAL #7.C: GRANT DISCHARGE FROM PERSONAL LIABILITY ISSUER YES FOR N/A
OF THE DIRECTORS AND THE PRESIDENT
PROPOSAL #8.: APPROVE TO DETERMINE THE NUMBER OF ISSUER YES FOR N/A
DIRECTORS AT 8 AND NO DEPUTY DIRECTORS
PROPOSAL #9.: APPROVE TO DETERMINE THE REMUNERATION OF ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS; THE TOTAL REMUNERATION OF
THE BOARD OF DIRECTORS SHALL BE SEK 3,820,000, EACH
DIRECTOR ELECTED BY THE MEETING AND WHO IS NOT
EMPLOYED BY THE COMPANY IS TO RECEIVE SEK 380,000, THE
CHAIRMAN OF THE BOARD OF DIRECTORS IS TO RECEIVE SEK
1,140,000, MEMBER OF THE REMUNERATION COMMITTEE IS TO
RECEIVE ADDITIONAL REMUNERATION OF SEK 50,000 AND
MEMBER OF THE AUDIT COMMITTEE IS TO RECEIVE ADDITIONAL
REMUNERATION OF 75,000, THE CHAIRMAN OF THE AUDIT
COMMITTEE IS TO RECEIVE ADDITIONAL REMUNERATION OF SEK
100,000 REMUNERATION TO THE AUDITOR TO BE PAID AS
CHARGED
PROPOSAL #10.: RE-ELECT MESSRS. ROLF BORJESSON, SOREN ISSUER YES FOR N/A
GYLL, TOM HEDELIUS, SVERKER MARTIN-LOF, ANDERS NYREN,
AND JAN ASTROM AND ELECT MESSRS. LEIF JOHANSSON AND
BARBARA MILIAN THORALFSSON, ELECT MR. SVERKER MARTIN-
LOF AS THE CHAIRMAN OF THE BOARD OF DIRECTORS
PROPOSAL #11.: APPROVE THAT THE NOMINATION COMMITTEE ISSUER YES FOR N/A
OF AGM IN 2007 BE COMPOSED BY THE REPRESENTATIVES OF
THE 5 LARGEST SHAREHOLDERS IN TERMS OF VOTING RIGHTS
AND THE CHAIRMAN OF THE BOARD OF DIRECTORS
PROPOSAL #12.: AMEND THE ARTICLES OF ASSOCIATION, BY ISSUER YES FOR N/A
ADJUSTING THE ARTICLES OF ASSOCIATION IN ACCORDANCE
WITH THE NEW SWEDISH COMPANIES ACT SW:
AKTIEBOLAGSLAGEN (2005:551)
PROPOSAL #13.: ADOPT THE POLICY FOR THE REMUNERATION ISSUER YES AGAINST N/A
AND MEETING AND OTHER TERMS OF EMPLOYMENT FOR THE
SENIOR MANAGEMENT
PROPOSAL #14.: CLOSING OF THE MEETING ISSUER YES FOR N/A
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ISSUER: SVENSKA HANDELSBANKEN AB
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE MEETING ISSUER YES FOR N/A
PROPOSAL #2.: ELECT MR. SVEN UNGER AS THE CHAIRMAN OF ISSUER YES FOR N/A
THE MEETING
PROPOSAL #3.: APPROVE THE LIST OF VOTERS ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE THE AGENDA ISSUER YES FOR N/A
PROPOSAL #5.: ELECT THE PERSONS TO COUNTERSIGN THE ISSUER YES FOR N/A
MINUTES
PROPOSAL #6.: APPROVE TO DETERMINE WHETHER THE MEETING ISSUER YES FOR N/A
HAS BEEN DULY CALLED
PROPOSAL #7.: RECEIVE THE ANNUAL ACCOUNTS AND THE ISSUER YES FOR N/A
AUDITORS REPORT AND THE CONSOLIDATED ANNUAL ACCOUNTS
AND THE AUDITORS REPORT FOR THE GROUP, FOR 2005, THE
PAST YEAR'S WORK BY THE BOARD AND ITS COMMITTEES, THE
SPEECH BY THE PRESIDENT, AND ANY QUESTIONS FROM
SHAREHOLDERS TO THE BOARD AND SENIOR MANAGEMENT OF THE
RANK, AUDIT WORK DURING 2005
PROPOSAL #8.: ADOPT THE PROFIT AND LOSS ACCOUNT AND ISSUER YES FOR N/A
THE BALANCE SHEET AND THE CONSOLIDATED PROFIT AND LOSS
ACCOUNT AND CONSOLIDATED BALANCE SHEET
PROPOSAL #9.: APPROVE TO RELEASE FROM LIABILITY FOR ISSUER YES FOR N/A
THE MEMBERS OF THE BOARD AND THE PRESIDENT FOR THE
PERIOD REFERRED TO IN THE FINANCIAL REPORTS
PROPOSAL #10.: APPROVE THE ALLOCATION OF THE BANK'S ISSUER YES FOR N/A
PROFITS IN ACCORDANCE WITH THE ADOPTED BALANCE SHEET,
A DIVIDEND OF SEK 7 PER SHARE, AND THAT 28 APR BE THE
RECORD DAY FOR THE RECEIVING OF DIVIDENDS; IF THE
MEETING RESOLVES IN ACCORDANCE WITH THE PROPOSAL, THE
VPC EXPECTS TO DISTRIBUTE THE DIVIDEND ON 04 MAY 2006
PROPOSAL #11.: AUTHORIZE THE BOARD TO DECIDE ON THE ISSUER YES FOR N/A
PURCHASE OF A MAXIMUM OF 40 MILLION OF THE BANK'S OWN
CLASS A AND/OR B SHARES DURING THE PERIOD UNTIL THE
AGM IN 2007; THE BOARD NOTES THAT THE EARNING CAPACITY
OF THE BANK REMAINS GOOD AND THAT A GRADUALLY
STRENGTHENED EQUITY SITUATION CAN BE FORESEEN; HENCE A
NEW AUTHORIZATION BY THE MEETING FOR THE BOARD TO
DECIDE ON ACQUISITION OF ITS OWN SHARES IS JUSTIFIED,
IN ORDER TO ADJUST THE BANK'S CAPITAL STRUCTURE AND
INCREASE THE EARNINGS PER SHARE OVER TIME
PROPOSAL #12.: APPROVE THAT THE BANK, IN ORDER TO ISSUER YES FOR N/A
FACILITATE ITS SECURITIES OPERATIONS, SHALL HAVE A
RIGHT TO ACQUIRE ITS OWN ORDINARY CLASS A AND/OR B
SHARES FOR THE BANK'S TRADING BOOK DURING THE PERIOD
UNTIL THE AGM IN 2007 PURSUANT TO CHAPTER 4 SECTION 5
OF THE SECURITIES OPERATIONS ACT (1991:981), ON
CONDITION THAT ITS OWN SHARES IN THE TRADING BOOK
SHALL NOT AT ANY TIME EXCEED 2% OF ALL SHARES IN THE
BANK; THE AGGREGATED HOLDING OF OWN SHARES MUST AT NO
TIME EXCEED 10% OF THE TOTAL NUMBER OF SHARES IN THE
BANK
PROPOSAL #13.: AUTHORIZE THE BOARD TO RAISE LOANS ISSUER YES FOR N/A
PURSUANT TO CHAPTER 11, SECTION 11 OF THE SWEDISH
COMPANIES ACT (2005:551) DURING THE PERIOD UNTIL THE
AGM IN 2007
PROPOSAL #14.: AMEND THE SECTIONS 3, 4, 5, 6, 7, 8, 9, ISSUER YES FOR N/A
11 AND 13 OF THE ARTICLES OF ASSOCIATION AS SPECIFIED
AND ADAPT THE ARTICLES OF ASSOCIATION TO THE NEW
COMPANIES ACT (2005:51)
PROPOSAL #15.: APPROVE TO REDUCE THE SHARE CAPITAL BY ISSUER YES FOR N/A
SEK 88,619,560 THROUGH CANCELLATION WITHOUT REPAYMENT
OF 20 609 200 SHARES HELD BY THE BANK; THE PURPOSE OF
THE REDUCTIONOF SHARE CAPITAL IS THAT AMOUNT BEING
ALLOCATED TO A FUND WHICH CAN BE USED IN ACCORDANCE
WITH AGM RESOLUTIONS
PROPOSAL #16.: APPROVE, BY MEANS OF A BONUS ISSUE, TO ISSUER YES FOR N/A
INCREASE THE BANK'S SHARE CAPITAL BY SEK 97,354,839.30
BY MEANS OF TRANSFER OF SEK 97 354 839,30 FROM ITS
UNRESTRICTED SHARE CAPITAL WITHOUT THE ISSUING OF NEW
SHARES
PROPOSAL #17.: APPROVE THAT THE NUMBER OF MEMBERS OF ISSUER YES FOR N/A
THE BOARD TO BE APPOINTED BY THE MEETING IS 13
PROPOSAL #18: APPROVE TO RAISE THE BOARD'S FEE BY SEK ISSUER YES FOR N/A
380,000 TO SEK 6,380,000 6,000,000 , OF WHICH SEK
1,050,000 UNCHANGED TO THE CHAIRMAN, 3,665,000
UNCHANGED TO THE OTHER BOARD MEMBERS 555,000 TO THE
DEPUTY CHAIRMAN AND 365,000 TO EACH OF THE OTHER
MEMBERS , AND FOR COMMITTEE WORK SEK 1,665,000 SEK
190,000 TO EACH MEMBER OF THE CREDIT COMMITTEE,
75,000 TO EACH MEMBER OF THE REMUNERATION COMMITTEE,
AND SEK 100,000 TO EACH MEMBER OF THE AUDIT COMMITTEE
; THE BOARD MEMBERS WHO ARE EMPLOYED BY THE BANK, MS.
BOETHIUS AND MR. BYLUND, DO NOT RECEIVE A FEE; THE
REMUNERATION TO THE PREVIOUSLY APPOINTED AUDITORS IS
PROPOSED TO BE ON ACCOUNT
PROPOSAL #19.: RE-ELECT MS. PIRKKO ALITALO, MR. JON ISSUER YES AGAINST N/A
FREDRIK BAKSAAS, MS. ULRIKA BOETHLUS, MR. TOMMY
BYLUND, MR. GORAN ENNERFELT, MR. LARS O GRONSTEDT, MR.
SIGRUN HJELMQUIS, MR. HANS LARSSON, MR. FREDRIK
LUNDBERG, MR. SVERKER MARTIN LOF, MR. ANDERS NYREN AND
MS. BENTE RATHE AND ELECT MR. PAR BOMAN AS THE
PRESIDENT AND THE GROUP CHIEF EXECUTIVE; APPOINT MR.
LARS O GRONSTEDT AS THE CHAIRMAN OF THE BOARD
PROPOSAL #20.: APPROVE THE PRINCIPLES FOR REMUNERATION ISSUER YES FOR N/A
AND OTHER TERMS OF EMPLOYMENT FOR THE BANK'S
MANAGEMENT AS SPECIFIED
PROPOSAL #21.: APPOINT A NOMINATION COMMITTEE FOR THE ISSUER YES FOR N/A
AGM IN 2007
PROPOSAL #22.: APPOINT THE AUDITORS IN FOUNDATIONS AND ISSUER YES FOR N/A
THEIR ASSOCIATED MANAGEMENT
PROPOSAL #23.: CLOSING OF THE MEETING ISSUER YES FOR N/A
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ISSUER: TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: APPROVE 2005 BUSINESS OPERATIONS ISSUER YES FOR N/A
PROPOSAL #A.2: APPROVE THE 2005 AUDITED REPORTS ISSUER YES FOR N/A
PROPOSAL #A.3: APPROVE THE STATUS OF 2005 ACQUISITION ISSUER YES FOR N/A
OR DISPOSAL OF ASSETS REPORT WITH THE AFFILIATED
PARTIES
PROPOSAL #A.4: APPROVE THE STATUS OF ENDORSEMENTS AND ISSUER YES FOR N/A
GUARANTEE
PROPOSAL #B.1: APPROVE THE 2005 BUSINESS REPORTS AND ISSUER YES FOR N/A
FINANCIAL STATEMENTS
PROPOSAL #B.2.1: APPROVE THE 2005 PROFIT DISTRIBUTION ISSUER YES FOR N/A
PROPOSED CASH DIVIDEND TWD 2.5 PER SHARE
PROPOSAL #B.2.2: APPROVE THE ISSUANCE OF NEW SHARES ISSUER YES FOR N/A
FROM RETAINED EARNINGS, STAFF BONUS AND CAPITAL
RESERVES, PROPOSED STOCK DIVIDEND: 15 FOR 1,000 SHARES
HELD, PROPOSED BONUS ISSUE: 15 FOR 1,000 SHARES HELD
PROPOSAL #B.2.3: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #B.3.1: ELECT MR. MORRIS CHANG AS A ISSUER YES AGAINST N/A
DIRECTOR, SHAREHOLDER ID: 4515
PROPOSAL #B.3.2: ELECT MR. J.C. LOBBEZOO AS A ISSUER YES AGAINST N/A
DIRECTOR, SHAREHOLDER ID: 2 REPRESENTATIVE OF
KONINKLIJKE PHILIPS ELECTRONICS N V
PROPOSAL #B.3.3: ELECT MR. F.C. TSENG AS A DIRECTOR, ISSUER YES AGAINST N/A
SHAREHOLDER ID: 104
PROPOSAL #B.3.4: ELECT MR. STAN SHIH AS A DIRECTOR, ISSUER YES FOR N/A
SHAREHOLDER ID: 534770
PROPOSAL #B.3.5: ELECT MR. CHINTAY SHIH AS A DIRECTOR, ISSUER YES AGAINST N/A
SHAREHOLDER ID: 1 REPRESENTATIVE OF DEVELOPMENT
FUND, EXECUTIVE YUAN
PROPOSAL #B.3.6: ELECT SIR PETER LEAHY BONFIELD AS A ISSUER YES FOR N/A
DIRECTOR, SHAREHOLDER ID: 500166059
PROPOSAL #B.3.7: ELECT MR. LESTER CARL THUROW AS A ISSUER YES FOR N/A
DIRECTOR, SHAREHOLDER ID: 102505482
PROPOSAL #B.3.8: ELECT MR. RICK TSAI AS A DIRECTOR, ISSUER YES AGAINST N/A
SHAREHOLDER ID: 7252
PROPOSAL #B.3.9: ELECT MR. CARLETON CARLY S. FIORINA ISSUER YES FOR N/A
AS A DIRECTOR, SHAREHOLDER ID: 026323305
PROPOSAL #B3.10: ELECT MR. JAMES C. HO AS A ISSUER YES AGAINST N/A
SUPERVISOR, SHAREHOLDER ID: 1 REPRESENTATIVE OF
DEVELOPMENT FUND, EXECUTIVE YUAN
PROPOSAL #B3.11: ELECT MR. MICHAEL E. PORTER AS A ISSUER YES FOR N/A
SUPERVISOR, SHAREHOLDER ID: 158611569
PROPOSAL #B.4: EXTRAORDINARY MOTIONS ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: TAIWAN SEMICONDUCTOR MFG. CO. LTD.
TICKER: TSM CUSIP: 874039100
MEETING DATE: 5/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO ACCEPT 2005 BUSINESS REPORT AND ISSUER YES FOR FOR
FINANCIAL STATEMENTS.
PROPOSAL #02: TO APPROVE THE PROPOSAL FOR DISTRIBUTION ISSUER YES FOR FOR
OF 2005 PROFITS.
PROPOSAL #03: TO APPROVE THE CAPITALIZATION OF 2005 ISSUER YES FOR FOR
DIVIDENDS, 2005 EMPLOYEE PROFIT SHARING, AND CAPITAL
SURPLUS.
PROPOSAL #04: TO APPROVE REVISIONS TO THE ARTICLES OF ISSUER YES FOR FOR
INCORPORATION.
ELECTION OF DIRECTOR: MORRIS CHANG* ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: J.C. LOBBEZOO*+ ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: F.C. TSENG* ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: STAN SHIH* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHINTAY SHIH*++ ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: SIR PETER L. BONFIELD* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LESTER CARL THUROW* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICK TSAI* ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: CARLETON S. FIORINA* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES C. HO**++ ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MICHAEL E. PORTER** ISSUER YES FOR FOR
------------------------------------------------------------------------------------
ISSUER: TAKEDA PHARMACEUTICAL CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ALLOW DISCLOSURE OF ISSUER YES FOR N/A
SHAREHOLDER MEETING MATERIALS ON THEINTERNET, ALLOW
USE OF ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS,
APPROVE MINOR REVISIONS RELATED TO THE NEW
COMMERCIAL CODE
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
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ISSUER: TATE & LYLE PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT AND ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ON THE ORDINARY ISSUER YES FOR N/A
SHARES
PROPOSAL #4.: RE-ELECT MR. SIMON GIFFORD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT SIR DAVID LEES AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. KAI NARGOLWALA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT DR. BARRY ZOUMAS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #10.: AMEND THE TATE & LYLE PERFORMANCE SHARE ISSUER YES FOR N/A
PLAN
PROPOSAL #11.: APPROVE THE TATE & LYLE DEFERRED BONUS ISSUER YES FOR N/A
SHARE PLAN
PROPOSAL #S.12: GRANT AUTHORITY TO 48,679,468 ORDINARY ISSUER YES FOR N/A
SHARE FOR THE MARKET PURCHASE
PROPOSAL #13.: GRANT AUTHORITY TO ISSUE OF EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF GBP 40,566,224
PROPOSAL #S.14: GRANT AUTHORITY TO ISSUE OF EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITH OUT PRE-EMPTIVE RIGHTS
UP TO AGGREGATE NOMINAL AMOUNT OF GBP 6,084,934
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ISSUER: TAYLOR WOODROW PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL ACCOUNTS AND THE ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS REPORTS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.: RE-ELECT MR. NORMAN ASKEW AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT MR. MIKE DAVIES AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-APPOINT DELOITTE AND TOUCHE LLP AS ISSUER YES FOR N/A
THE AUDITORS
PROPOSAL #6.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #7.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT
PROPOSAL #8.: APPROVE EU POLITICAL ORGANISATIONS ISSUER YES FOR N/A
DONATIONS UP TO GBP 250,000 AND INCUR EU POLITICAL
EXPENDITURE UP TO GBP 250,000
PROPOSAL #9.: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 47,905,186
PROPOSAL #S.10: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 7,402,847
PROPOSAL #S.11: AUTHORISE 59,222,777 ORDINARY SHARES ISSUER YES FOR N/A
FOR MARKET PURCHASE
PROPOSAL #S.12: GRANT AUTHORITY TO AMEND CERTAIN ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION
------------------------------------------------------------------------------------
ISSUER: TECK COMINCO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT THE DIRECTORS, AS SPECIFIED ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THE
AUDITORS REMUNERATION
PROPOSAL #3.: AMEND THE 2001 STOCK OPTION PLAN ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: TELKOM SA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/21/2005 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 2005
PROPOSAL #2.: RE-ELECT MESSRS. T.F. MOSOLOLI, B. DU ISSUER YES AGAINST N/A
PLESSIS AND P.S.C. LUTHULI AS A DIRECTOR, IN TERMS OF
ARTICLE 35 OF THE COMPANY'S ARTICLES OF ASSOCIATION,
WHO RETIRES BY ROTATION
PROPOSAL #3.: RE-APPOINT ERNST & YOUNG AS THE AUDITORS ISSUER YES FOR N/A
OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY
PROPOSAL #S.4.1: AUTHORIZE THE COMPANY OR A SUBSIDIARY ISSUER YES FOR N/A
OF THE COMPANY, BY WAY OF GENERAL AUTHORITY, AND IN
TERMS OF THE COMPANIES ACT, 1973 ACT 61 OF 1973 , AS
AMENDED ACT , AND IN TERMS OF THE LISTING
REQUIREMENTS THE LISTINGS REQUIREMENTS OF THE JSE
LIMITED THE JSE , TO ACQUIRE ORDINARY SHARES IN THE
ISSUED SHARE CAPITAL OF THE COMPANY FROM TIME TO TIME,
ON THE OPEN MARKET OF JSE, AS DETERMINED BY THE
DIRECTORS, BUT SUBJECT TO THE PROVISIONS OF THE ACT
AND THE LISTING REQUIREMENTS OF THE JSE, 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 OF THE MARKET VALUE OF
SUCH SHARES OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM OR 15
MONTHS ; AN ANNOUNCEMENT IN COMPLIANCE WITH THE JSE
LISTINGS REQUIREMENTS WILL BE PUBLISHED WHEN THE
COMPANY HAS ACQUIRED, AND BY NOT LATER THAN 08:30 ON
BUSINESS DAY FOLLOWING THE DAY ON WHICH THE RELEVANT
THRESHOLD IS REACHED OR EXCEEDED, ON A CUMULATIVE
REPURCHASES BASIS, 3% OF THE INITIAL NUMBER OF THE
CLASS OF SHARES AND FOR EACH 3% IN AGGREGATE OF THE
INITIAL NUMBER OF THAT CLASS ACQUIRED THEREAFTER; THE
AUTHORIZATION THERETO BEING GIVEN BY THE COMPANY'S
ARTICLES OF ASSOCIATION; THE PURCHASE 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 JSE
LISTINGS 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 JSE LISTING REQUIREMENTS; AT
ANY POINT IN TIME, THE COMPANY OR A SUBSIDIARY OF THE
COMPANY, MAY ONLY APPOINT ONE AGENT TO EFFECT ANY
REPURCHASES ON THE COMPANY'S OR A SUBSIDIARY'S BEHALF;
THE COMPANY OR ITS SUBSIDIARY MAY NOT ACQUIRE SHARES
DURING A PROHIBITED PERIOD AS DEFINED BY THE JSE
LISTINGS REQUIREMENTS; THE BOARD IS REQUIRED, PRIOR TO
IMPLEMENTING ANY SHARE REPURCHASE BY THE COMPANY OR A
SUBSIDIARY OF THE COMPANY, TO CONSIDER THE IMPACT OF
ANY SUCH REPURCHASE OF THE COMPANY'S SHARES AND MUST
RECORD THAT IT IS OF THE OPINION THAT SUCH A
REPURCHASE WILL NOT RESULT IN: THE COMPANY AND THE
GROUP IN THE ORDINARY COURSE OF BUSINESS BEING UNABLE
TO PAY THEIR DEBTS FOR A PERIOD OF 12 MONTHS AFTER THE
DATE OF THIS NOTICE OF AGM; THE LIABILITIES OF THE
COMPANY AND THE GROUP IN THE ORDINARY COURSE OF
BUSINESS EXCEEDING THE ASSETS OF THE COMPANY AND THE
GROUP, CALCULATED IN ACCORDANCE WITH THE SOUTH AFRICAN
STATEMENTS OF GENERALLY ACCEPTED ACCOUNTING PRACTICE
USED IN THE AUDITED FINANCIAL STATEMENTS FOR THE
PERIOD ENDED 31 MAR 2005; THE ORDINARY CAPITAL AND
RESERVES OF THE COMPANY AND THE GROUP FOR A PERIOD OF
12 MONTHS AFTER THE DATE OF THE NOTICE OF AGM BEING
INADEQUATE IN THE ORDINARY COURSE OF BUSINESS; THE
WORKING CAPITAL
PROPOSAL #S.4.2: AMEND ARTICLES 1.1.1.9; 1.1.1.18; ISSUER YES AGAINST N/A
1.1.1.19; 1.1.1.21; 1.1.1.24; 1.1.1.25; 1.1.1.34;
1.1.1.41; 1.1.1.46; 1.1.1.57; 1.2; 24.1.3; 21.1; 24.2;
26; 27; 28.1; 28.1.1.1; 28..2; 28.3; 28.4; 28.5;
28.6; 33; 34; 37; 38; 39.2; 39.5; 40; 43.2.8; 43; 44;
45; AND 50 OF THE COMPANY'S ARTICLES OF ASSOCIATION AS
SPECIFIED
------------------------------------------------------------------------------------
ISSUER: THE BANK OF YOKOHAMA,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF EARNINGS: ISSUER YES FOR N/A
ANNUAL DIVIDENDS - ORDINARY DIVIDEND JPY 7, SPECIAL
DIVIDEND JPY 2, CORPORATE OFFICERS BONUSES JPY
48,900,000 (INCLUDING JPY 11,900,000 TO THE CORPORATE
AUDITORS)
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES AGAINST N/A
APPROVE REVISIONS RELATED TO THE CORPORATION LAW,
ALLOW USE OF ELECTRONIC SYSTEMS FOR PUBLIC
NOTIFICATIONS, DELETE THE CHAPTER OF ARTICLES RELATED
TO PREFERRED SHARES
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 #4.: ELECT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.: ELECT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #6.: APPROVE PROVISION OF RETIREMENT BENEFITS ISSUER YES FOR N/A
FOR DIRECTORS AND CORPORATE AUDITOR
------------------------------------------------------------------------------------
ISSUER: TIETOENATOR CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/23/2006 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
AND TO PAY DIVIDEND OF EUR 0.85 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: APPROVE THE COMPOSITION OF THE BOARD ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #2.: AMEND: THE ARTICLES 2 AND 8 OF THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION AS SPECIFIED; AND POINT 9 OF
ARTICLE 11 OF THE ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #3.: APPROVE TO REDUCE THE SHARE CAPITAL BY ISSUER YES FOR N/A
AN AMOUNT CORRESPONDING TO THE BOOK COUNTER VALUE OF
2,903,860 SHARES, I.E. BY EUR 2,903,860; THE AMOUNT
CORRESPONDING TO THE REDUCTION OF SHARE CAPITAL WILL
BE TRANSFERRED FROM THE SHARE CAPITAL TO THE SHARE
PREMIUM FUND; THE REDUCTION OF SHARE CAPITAL WILL HAVE
NO EFFECT ON SHAREHOLDERS EQUITY; ALL COMPANY SHARES
HELD BY THE COMPANY BASED ON THE AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS OF THE AGM ON 17 MAR
2005 2,903,860 SHARES WILL BE CANCELLED WITHOUT
COMPENSATION
PROPOSAL #4.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
REPURCHASE ON THE HELSINKI STOCK EXCHANGE, THE
COMPANY'S OWN SHARES SHALL BE PURCHASED, IF NECESSARY,
TO DEVELOP THE COMPANY'S CAPITAL STRUCTURE AND FOR
USE IN ACCORDANCE WITH THE SHARE OWNERSHIP PLAN
APPROVED BY THE BOARD OF DIRECTORS FOR THE PURPOSE OF
MOTIVATING KEY EMPLOYEES OF TIETOENATOR GROUP AND
ENSURING THEIR LONG-TERM COMMITMENT TO THE COMPANY, AT
MOST 500,000 OF THE SHARES PURCHASED MAY BE USED FOR
THE PURPOSE OF MOTIVATION AND COMMITMENT MENTIONED
ABOVE; AND AUTHORITY EXPIRES ON 1 YEAR FROM THE CLOSE
OF THE AGM, I.E. UNTIL 23 MAR 2007
PROPOSAL #5.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
INCREASE THE COMPANY'S SHARE CAPITAL THROUGH SHARE
ISSUANCE ON 1 OR SEVERAL OCCASIONS, DISAPPLYING THE
SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION RIGHTS AND, IF
NEEDED, IN EXCHANGE FOR CONSIDERATION IN KIND, ON
OTHER SPECIFIC CONDITIONS OR BY EXERCISING A SET-OFF
RIGHT, SO THAT SHARES ARE OFFERED FOR SUBSCRIPTION AT
THE BOARD'S DECISION AND AT A PRICE EXCEEDING THE BOOK
COUNTER VALUE OF THE SHARE AND ON OTHER TERMS AND
CONDITIONS DECIDED BY THE BOARD; TO GRANT STOCK
OPTIONS ON 1 OR SEVERAL OCCASIONS, DISAPPLYING THE
SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION RIGHTS, SO THAT
THE STOCK OPTIONS ARE OFFERED FOR SUBSCRIPTION ON
TERMS AND CONDITIONS DECIDED BY THE BOARD; AND TO
ISSUE CONVERTIBLE BONDS DENOMINATED IN EURO OR ANOTHER
CURRENCY DISAPPLYING THE SHAREHOLDERS PRE-EMPTIVE
SUBSCRIPTION RIGHTS AND, IF NEEDED, IN EXCHANGE FOR
CONSIDERATION IN KIND, SO THAT THE CONVERTIBLE BONDS
ARE OFFERED FOR SUBSCRIPTION ON TERMS AND CONDITIONS
DECIDED BY THE BOARD; BASED ON THIS AUTHORIZATION THE
SHARE CAPITAL MAY BE INCREASED BY A MAXIMUM OF EUR
15,168,042; THE INCREASE OF SHARE CAPITAL AND THE
VOTING RIGHTS OF SHARES ISSUED MAY NOT EXCEED 1/5TH OF
THE COMPANY'S SHARE CAPITAL AND TOTAL VOTING RIGHTS;
THE SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION RIGHTS MAY
BE DISAPPLIED WITH THE PURPOSE OF SAFEGUARDING THE
COMPANY'S ABILITY TO DEVELOP ITS OPERATIONS, BOTH IN
THE DOMESTIC AND IN THE INTERNATIONAL MARKETS, IN
ORDER TO ENABLE AND TO FINANCE BOTH THE ACQUISITION OF
COMPANIES AND BUSINESS OPERATIONS AS WELL AS OTHER
COOPERATIVE ARRANGEMENTS; THE SHAREHOLDERS PRE-
EMPTIVE SUBSCRIPTION RIGHTS MAY BE DISAPPLIED ONLY IF
WEIGHTY FINANCIAL GROUNDS FOR DOING SO EXIST FROM THE
COMPANY'S PERSPECTIVE; SUCH A DECISION MAY NOT BE MADE
IN THE INTERESTS OF A PERSON BELONGING TO THE
COMPANY'S INNER CIRCLE; AND AUTHORITY EXPIRES ON 1
YEAR FROM THE CLOSE OF THE AGM, I.E. UNTIL 23 MAR 2007
PROPOSAL #6.: APPROVE THAT THE SHAREHOLDERS PRE- ISSUER YES AGAINST N/A
EMPTIVE SUBSCRIPTION RIGHTS BE DEVIATED FROM SINCE THE
STOCK OPTIONS FORM A PART OF THE INCENTIVE AND
COMMITMENT PROGRAM FOR THE KEY PERSONNEL; FROM THE
POINT OF VIEW OF THE COMPANY, THIS CONSTITUTES A VALID
REASON FOR DEVIATING FROM THE SHAREHOLDERS PRE-
EMPTIVE RIGHT; THE PURPOSE OF THE STOCK OPTIONS IS TO
ENCOURAGE THE KEY PERSONNEL TO WORK ON A LONG-TERM
BASIS TO INCREASE SHAREHOLDER VALUE; THE PURPOSE OF
THE STOCK OPTIONS IS ALSO TO COMMIT THE KEY PERSONNEL
TO THE COMPANY; THE MAXIMUM TOTAL NUMBER OF STOCK
OPTIONS TO BE ISSUED SHALL BE 1,800,000; OF THE STOCK
OPTIONS, MAXIMUM OF 600,000 SHALL BE MARKED WITH THE
SYMBOL 2006A, MAXIMUM OF 600,000 SHALL BE MARKED WITH
THE SYMBOL 2006B AND MAXIMUM OF 600,000 SHALL BE
MARKED WITH THE SYMBOL 2006C; EACH STOCK OPTION
ENTITLES ITS OWNER TO SUBSCRIBE FOR 1 SHARE IN
TIETOENATOR CORPORATION; THE BOOK EQUIVALENT VALUE OF
EACH SHARE IS 1 EURO; THE STOCK OPTIONS SHALL BE
GRATUITOUSLY DISTRIBUTED, BY THE RESOLUTION OF THE
BOARD OF DIRECTORS, TO THE KEY PERSONNEL EMPLOYED BY
OR TO BE RECRUITED BY THE TIETOENATOR GROUP, UPON
ISSUE, THOSE STOCK OPTIONS THAT ARE NOT DISTRIBUTED TO
THE KEY PERSONNEL SHALL BE GRANTED TO A WHOLLY OWNED
SUBSIDIARY OF TIETOENATOR CORPORATION; THE SHARE
SUBSCRIPTION PRICE FOR STOCK OPTION 2006A SHALL BE THE
TRADE VOLUME WEIGHTED AVERAGE QUOTATION OF THE
TIETOENATOR CORPORATION SHARE, ROUNDED OFF TO THE
NEAREST CENT, ON THE HELSINKI STOCK EXCHANGE DURING
THE 2 MONTH PERIOD IMMEDIATELY FOLLOWING THE
ANNOUNCEMENT DAY OF THE FINANCIAL STATEMENTS FOR THE
YEAR 2005, FOR STOCK OPTION 2006B THE TRADE VOLUME
WEIGHTED AVERAGE QUOTATION OF THE TIETOENATOR
CORPORATION SHARE, ROUNDED OFF TO THE NEAREST CENT, ON
THE HELSINKI STOCK EXCHANGE DURING THE 2 MONTH PERIOD
IMMEDIATELY FOLLOWING THE ANNOUNCEMENT DAY OF THE
FINANCIAL STATEMENTS FOR THE YEAR 2006 AND FOR STOCK
OPTION 2006C THE TRADE VOLUME WEIGHTED AVERAGE
QUOTATION OF THE TIETOENATOR CORPORATION SHARE,
ROUNDED OFF TO THE NEAREST CENT, ON THE HELSINKI STOCK
EXCHANGE DURING THE TWO-MONTH PERIOD IMMEDIATELY
FOLLOWING THE ANNOUNCEMENT DAY OF THE FINANCIAL
STATEMENTS FOR THE YEAR 2007; FROM THE SHARE
SUBSCRIPTION PRICE OF STOCK OPTIONS SHALL, AS PER THE
DIVIDEND RECORD DATE, BE DEDUCTED THE AMOUNT OF THE
DIVIDEND DECIDED AFTER THE BEGINNING OF THE PERIOD FOR
DETERMINATION OF THE SUBSCRIPTION PRICE BUT BEFORE
SHARE SUBSCRIPTION; THE SHARE SUBSCRIPTION PERIOD
SHALL BE: FOR STOCK OPTIONS 2006A, 01 MAR 2009 TO 31
MAR 2011, FOR STOCK OPTIONS 2006B, 1 MAR 2010 TO 31
MAR 2012 AND FOR STOCK OPTIONS 2006C, 01 MAR 2011 TO
31 MAR 2013; AS A RESULT OF THE SUBSCRIPTIONS WITH THE
2006 STOCK OPTIONS, THE SHARE CAPITAL OF TIETOENATOR
CORPORATION MAY BE INCREASED BY A MAXIMUM TOTAL OF EUR
1,800,000 AND THE NUMBER OF SHARES BY A MAXIMUM TOTAL
OF 1,800,000 NEW SHARES; SOME OF THE PERSONS ENTITLED
TO SUBSCRIBE FOR SHARES WITH THESE STOCK OPTIONS ARE
MEMBERS OF THE COMPANY'S INNER CIRCLE; THE AGGREGATE
NUMBER OF SHARES OWNED BY SUCH PERSONS REPRESENT AT
THE MOMENT 0.3635 % OF THE COMPANY'S
------------------------------------------------------------------------------------
ISSUER: TIGER BRANDS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE AND ADOPT THE CONSOLIDATED ISSUER YES FOR N/A
AUDITED ANNUAL FINANCIAL STATEMENTS OF THE COMPANY AND
ITS SUBSIDIARIES, INCORPORATING THE AUDITORS AND THE
DIRECTORS REPORT FOR THE YE 30 SEP 2005
PROPOSAL #O.2: RE-APPOINT MR. B.H. ADAMS AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES IN TERMS OF ARTICLE 14 OF
THE ARTICLES OF THE ASSOCIATION OF THE COMPANY
PROPOSAL #O.3: RE-APPOINT MR. D.D.B. BAND AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES IN TERMS OF
ARTICLE 14 OF THE ARTICLES OF THE ASSOCIATION OF THE
COMPANY
PROPOSAL #O.4: RE-APPOINT MR. B.P. CONNELLAN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES IN TERMS OF
ARTICLE 14 OF THE ARTICLES OF THE ASSOCIATION OF THE
COMPANY
PROPOSAL #O.5: RE-APPOINT MR. M.H. FRANKLIN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES IN TERMS OF
ARTICLE 14 OF THE ARTICLES OF THE ASSOCIATION OF THE
COMPANY
PROPOSAL #O.6: RE-APPOINT MR. U.P.T. JOHNSON AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES IN TERMS OF
ARTICLE 14 OF THE ARTICLES OF THE ASSOCIATION OF THE
COMPANY
PROPOSAL #O.7: RE-APPOINT MR. G.N. PADAYACHEE AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES IN TERMS OF
ARTICLE 14 OF THE ARTICLES OF THE ASSOCIATION OF THE
COMPANY
PROPOSAL #O.8: APPROVE THAT THE REMUNERATION PAYABLE ISSUER YES FOR N/A
TO NON-EXECUTIVE DIRECTORS BE INCREASE TO ZAR 131,000
PER ANNUM, SUCH REMUNERATION TO BE EFFECTIVE FROM 01
OCT 2005 AND PAID QUARTERLY IN ARREAR THAT THE
REMUNERATION PAYABLE TO THE CHAIRMAN AND DEPUTY
CHAIRMAN BE ZAR 750,000 PER ANNUM AND ZAR 250,000 PER
ANNUM RESPECTIVELY
PROPOSAL #O.9: APPROVE AND ADOPT THE TIGER BRANDS ISSUER YES FOR N/A
PHANTOM CASH OPTION SCHEME, AS SPECIFIED
PROPOSAL #S.1: AUTHORIZE THE COMPANY AND/OR ANY OF ITS ISSUER YES FOR N/A
SUBSIDIARIES, IN TERMS OF THE ARTICLES OF THE
ASSOCIATION OF THE COMPANY AND/OR ANY SUBSIDIARY, UPON
SUCH TERMS AND CONDITIONS AND IN SUCH AMOUNTS AS THE
DIRECTORS OF THE COMPANY AND, IN CASE OF AN
ACQUISITION BY A SUBSIDIARY(IES), THE DIRECTORS OF THE
SUBSIDIARY(IES) AND THE PROVISIONS OF THE ACT AND
THE LISTING REQUIREMENTS OF THE JSE AND ANY OTHER
STOCK EXCHANGE UPON WHICH THE SHARES OF THE COMPANY
MAY BE QUOTED OR LISTED, THROUGH THE ORDER BOOK
OPERATED BY THE JSE TRADING SYSTEM AND DONE WITHOUT
ANY PRIOR UNDERSTANDING OR ARRANGEMENT BETWEEN THE
COMPANY AND THE COUNTERPARTY, NOT EXCEEDING IN
AGGREGATE 10% OF THE ISSUED SHARE CAPITAL OF THE
COMPANY IN ANY 1 FY AS AT THE DATE OF THIS AGM,
PROVIDED THAT THE SHARES TO A MAXIMUM OF 10% IN THE
AGGREGATE OF THE SHARES IN THE COMPANY AT A PRICE OF
NO MORE THAN 10% ABOVE THE WEIGHTED AVERAGE MARKET
VALUE OF SHARES OVER THE 5 BUSINESS DAYS IMMEDIATELY
PRECEDING THE DATE ON WHICH THE ACQUISITION IS
EFFECTED; REPURCHASING OF SHARES SHALL NOT BE EFFECTED
DURING A PROHIBITED PERIOD, AS DEFINED IN THE JSE
LISTINGS REQUIREMENTS; AUTHORITY EXPIRES THE EARLIER
OF THE NEXT AGM OR 15 MONTHS ; A PAID PRESS
ANNOUNCEMENT WILL BE PUBLISHED WHEN THE COMPANY AND/OR
ITS SUBSIDIARY(IES) HAS/HAVE ACQUIRED SHARES
CONSTITUTING, ON A CUMULATIVE BASIS, 3% OF THE NUMBER
OF SHARES IN ISSUE AT THE DATE OF THE GENERAL MEETING
AT WHICH THIS RESOLUTION AND FOR EACH 3% IN AGGREGATE
OF THE AFORESAID INITIAL NUMBER ACQUIRED THEREAFTER
------------------------------------------------------------------------------------
ISSUER: TOKYO ELECTRIC POWER CO INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES AGAINST N/A
PROPOSAL #2: AMEND ARTICLES TO: ALLOW DISCLOSURE OF ISSUER YES FOR N/A
SHAREHOLDER MEETING MATERIALS ON THEINTERNET, APPROVE
MINOR REVISIONS RELATED TO THE NEW COMMERCIAL CODE,
EXPAND BUSINESS LINES
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: SHAREHOLDER PROPOSAL: APPROVE ALTERNATIVE ISSUER YES FOR N/A
APPROPRIATION OF PROFIT PROPOSAL
PROPOSAL #6: SHAREHOLDER PROPOSAL: AMEND ARTICLES TO ISSUER YES AGAINST N/A
PROHIBIT RECYCLING OF NUCLEAR FUEL
PROPOSAL #7: SHAREHOLDER PROPOSAL: AMEND ARTICLES TO ISSUER YES AGAINST N/A
REQUIRE THE COMPANY TO RESPECT THEKYOTO PROTOCOLS ON
CLIMATE CHANGE
PROPOSAL #8: SHAREHOLDER PROPOSAL: AMEND ARTICLES TO ISSUER YES AGAINST N/A
REQUIRE COMPANY TO RETIRE FULLYDEPRECIATED, AGING
NUCLEAR REACTORS
PROPOSAL #9: SHAREHOLDER PROPOSAL: AMEND ARTICLES TO ISSUER YES AGAINST N/A
ALLOW COMPANY TO ENGAGE IN THEENERGY CONSERVATION
BUSINESS
PROPOSAL #10: SHAREHOLDER PROPOSAL: AMEND ARTICLES TO ISSUER YES FOR N/A
REQUIRE DISCLOSURE OF COMPENSATIONPAID TO INDIVIDUAL
SENIOR EXECUTIVES AND DIRECTORS
------------------------------------------------------------------------------------
ISSUER: TOKYO GAS CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND JPY 3.5, DIRECTORS
BONUSES JPY 67,000,000
PROPOSAL #2.: APPROVE PURCHASE OF OWN SHARES ISSUER YES FOR N/A
PROPOSAL #3.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
APPROVE REVISIONS RELATED TO THE NEW COMMERCIAL CODE
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.: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #6.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
DIRECTORS
------------------------------------------------------------------------------------
ISSUER: TOTAL SA, COURBEVOIE
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORT OF THE DIRECTORS AND ISSUER NO N/A N/A
THE AUDITOR'S GENERAL REPORT; APPROVES THE COMPANY'S
FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YE
31 DEC 2005
PROPOSAL #O.2: APPROVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS AND THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY
PROPOSAL #0.3: APPROVE THAT THE INCOME FOR THE FY BE ISSUER NO N/A N/A
APPROPRIATED AS FOLLOWS: EARNINGS FOR THE FY:
4,142,954,352.00; AVAILABLE RETAINED EARNINGS: EUR
1,458,995,601.00; AMOUNT TO BE ALLOCATED: EUR
5,601,949,953.00; TOTAL DIVIDEND: EUR 4,005,393,598.00
RETAINED EARNINGS: EUR 1,596,556,355.00; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 6.48
PER SHARE OF EUR 10.00 FACE VALUE; THE SHAREHOLDERS
MEETING REMINDS AN INTERIM DIVIDEND OF EUR 3.00,
ENTITLING NATURAL PERSONS DOMICILED IN FRANCE TO THE
50 % ALLOWANCE PROVIDED BY THE FRENCH TAX CODE, WAS
ALREADY PAID ON 24 NOV 2005 AND THE REMAINING DIVIDEND
OF EUR 3.48 WILL BE PAID ON 18 MAY, 2006, AND WILL
ENTITLE NATURAL PERSONS DOMICILED IN FRANCE TO THE 40%
ALLOWANCE PROVIDED BY THE FRENCH TAX CODE
PROPOSAL #O.4: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
TRANSFER THE AMOUNT OF EUR 2,807,661,894.50 POSTED TO
THE SPECIAL RESERVE OF LONG-TERM CAPITAL GAINS TO THE
RETAINED EARNINGS ACCOUNT, IN THE EVENT OF AN OPTION
EXERCISE PURSUANT TO ARTICLE 39 OF THE AMENDED FINANCE
LAW FOR THE YEAR 2004
PROPOSAL #O.5: ACKNOWLEDGE 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 SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.6: AUTHORIZES THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION OF THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE COMBINED SHAREHOLDERS
MEETING OF 17 MAY 2005 IN ITS RESOLUTION NO. 5, TO
PURCHASE OR SELL COMPANY'S SHARES IN CONNECTION WITH
THE IMPLEMENTATION OF A STOCK REPURCHASE PLAN, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 300.00 PER SHARE OF A PAR VALUE OF EUR
10.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10 %
OF THE SHARE CAPITAL, I.E. 27,262,297 SHARES OF A PAR
VALUE OF EUR 10.00; MAXIMUM FUNDS INVESTED IN THE
SHARE BUYBACKS: EUR 8,178,689,100.00; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES THIS AUTHORIZATION
PROPOSAL #O.7: APPOINT MS. ANNE LAUVERGEON AS A ISSUER NO N/A N/A
DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.8: APPOINT MR. DANIEL BOUTON AS A DIRECTOR ISSUER NO N/A N/A
FOR A 3-YEAR PERIOD
PROPOSAL #O.9: APPOINT MR. BERTRAND COLLOMB AS A ISSUER NO N/A N/A
DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.10: APPOINT MR. ANTOINE JEANCOURT- ISSUER NO N/A N/A
GALIGNANI AS A DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.11: APPOINT MR. MICHEL PEBEREAU AS A ISSUER NO N/A N/A
DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.12: APPOINT MR. PIERRE VAILLAUD AS A ISSUER NO N/A N/A
DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.13: APPOINT MR. CHRISTOPHE DE MARGERIE AS ISSUER NO N/A N/A
A DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #E.14: ACKNOWLEDGE THE CONTRIBUTION AGREEMENT ISSUER NO N/A N/A
BASED ON THE SPIN-OFFS LEGAL FRAMEWORK, ESTABLISHED
BY PRIVATE AGREEMENT ON 15 MAR 2006, UNDER WHICH IT IS
STATED THAT TOTAL S.A. SHALL GRANT ITS SHARES TO
ARKEMA IN THE COMPANIES ARKEMA FRANCE, SOCIETE DE
DEVELOPMENT ARKEMA S.D.A , ARKEMA FINANCE FRANCE,
MIMOSA AND ARKEMA EUROPE HOLDINGS BV; AND APPROVE ALL
THE TERMS OF THE CONTRIBUTION AGREEMENT AND THE
CONTRIBUTION OF A NET VALUE OF EUR 1,544,175,344.82
THAT WILL COME INTO EFFECT ON ITS EFFECTIVE DATE IN
CONSIDERATION FOR THIS CONTRIBUTION, ARKEMA WILL
INCREASE THE SHARE CAPITAL BY A NOMINAL AMOUNT OF EUR
605,670,910.00, BY THE CREATION OF 60,567,091 SHARES,
ACCORDING TO AN EXCHANGE RATIO OF 1 ARKEMA SHARE
AGAINST 10 TOTAL S.A. SHARES THE NUMBER OF SHARES AND
THE NOMINAL AMOUNT OF CAPITAL INCREASE WILL BE
ADJUSTED ACCORDING TO THEN NUMBER OF COMPANY SHARES
ENTITLED TO THE ALLOCATION OF ARKEMA SHARES, AS THE
AMOUNT OF CAPITAL INCREASE IS EQUAL TO THE NUMBER OF
ARKEMA SHARES ALLOCATED BY THE COMPANY TO ITS OWN
SHAREHOLDERS MULTIPLIED BY THE PAR VALUE OF THE ARKEMA
SHARE, WITHIN THE LIMIT OF A MAXIMUM NOMINAL AMOUNT
OF CAPITAL INCREASE IN CONSIDERATION FOR THE
CONTRIBUTION OF EUR 609,670,910.00 BY WAY OF ISSUING A
MAXIMUM NUMBER OF 60,967,091 NEW ARKEMA SHARES THESE
NEW SHARES WILL BE ASSIMILATED IN ALL RESPECTS TO THE
EXISTING SHARES, WILL BE SUBJECT TO THE STATUTORY
PROVISIONS AND WILL GRANT ENTITLEMENT TO ANY
DISTRIBUTION OF DIVIDEND AS FROM 01 JAN 2005; THE
ARKEMA SHARES CONTRIBUTION OF EUR 1,544,175,344.82
SHALL COUNT AGAINST THE ISSUANCE AND CONTRIBUTION
PREMIUM ACCOUNT WHICH AMOUNTED TO EUR
34,563,052,123.17 AND WILL AMOUNT TO EUR
33,018,876,778.35; AND TO THE CHAIRMAN OF THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.15: APPROVE TO REDUCE THE NOMINAL VALUE OF ISSUER NO N/A N/A
THE SHARES FROM EUR 10.00 TO EUR 2.50; THE NUMBER OF
EXITING SHARE WILL BE MULTIPLIED BY 4; AUTHORIZE THE
BOARD OF THE DIRECTORS TO ALL NECESSARY MEASURE; AND
AMEND ARTICLE 6
PROPOSAL #E.16: AMEND ARTICLE 11-3 OF THE BY-LAWS: ISSUER NO N/A N/A
EACH DIRECTORS SHALL HOLD AT LEAST 1,000 SHARES DURING
HIS/HER TERM OF OFFICE
PROPOSAL #A.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER NO N/A N/A
SHAREHOLDER PROPOSAL: AMEND ARTICLE NUMBER 11 OF THE
BYLAWS, AS SPECIFIED
PROPOSAL #B.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER NO N/A N/A
SHAREHOLDER PROPOSAL: APPROVE TO GRANT A SECOND SEAT
AS AN EMPLOYEE-SHAREHOLDER TO THE BOARD OF TOTAL S.A
------------------------------------------------------------------------------------
ISSUER: TOYOTA MTR CR CORP MEDIUM TERM NTS BOOK ENTRY
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES ABSTAIN N/A
PROPOSAL #2: AMEND ARTICLES TO: ADOPT REDUCTION OF ISSUER YES ABSTAIN N/A
LIABILITY SYSTEM FOR OUTSIDE AUDITORS,ALLOW DISCLOSURE
OF SHAREHOLDER MEETING MATERIALS ON THE INTERNET,
APPOINT INDEPENDENT AUDITORS , APPROVE MINOR
REVISIONS RELATED TO THE NEW COMMERCIAL CODE
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.13: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.14: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.15: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.16: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.17: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.18: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.19: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.20: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.21: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.22: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.23: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.24: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.25: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.26: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.3: APPOINT A CORPORATE AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #5: AUTHORIZE USE OF STOCK OPTIONS FOR ISSUER YES ABSTAIN N/A
DIRECTORS, SENIOR EXECUTIVES AND EMPLOYEES
PROPOSAL #6: APPROVE PURCHASE OF OWN SHARES ISSUER YES ABSTAIN N/A
PROPOSAL #7: APPROVE FINAL PAYMENT ASSOCIATED WITH ISSUER YES ABSTAIN N/A
ABOLITION OF RETIREMENT BENEFIT SYSTEMFOR DIRECTORS
AND AUDITORS
PROPOSAL #8: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES ABSTAIN N/A
DIRECTORS
------------------------------------------------------------------------------------
ISSUER: TRINITY MIRROR PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT, FINANCIAL ISSUER YES FOR N/A
STATEMENTS AND AUDITORS REPORT FOR THE 52 WEEKS ENDED
01 JAN 2006
PROPOSAL #2.: RECEIVE AND ADOPT THE REMUNERATION ISSUER YES FOR N/A
REPORT INCLUDING THE REMUNERATION COMMITTEE'S
REMUNERATION POLICY FOR EXECUTIVE DIRECTORS AS SET OUT
IN THE ANNUAL REPORT AND ACCOUNTS FOR THE 52 WEEKS
ENDED 01 JAN 2006
PROPOSAL #3.: AUTHORIZE THE DIRECTORS TO MAKE CHANGES ISSUER YES FOR N/A
TO THE OPERATION OF THE COMPANYS ANNUAL BONUS PLAN AND
THE COMPANYS 2004 LONG TERM INCENTIVE PLAN
PROPOSAL #4.: DECLARE A FINAL DIVIDEND IN RESPECT OF ISSUER YES FOR N/A
THE 52 WEEKS ENDED 01 JAN 2006
PROPOSAL #5.: RE-APPOINT MRS. SLY BAILEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-APPOINT SIR ANGUS GROSSART AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #7.: RE-APPOINT DELOITTE & TOUCHE AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THE
AUDITORS REMUNERATION
PROPOSAL #8.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
IN SUBSTITUTION FOR ANY EXISTING AUTHORITY AND IN
ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT
1985(THE ACT), TO ALLOT RELEVANT SECURITIES SECTION
80(2) OF THE ACT UP TO A MAXIMUM AGGREGATE NOMINAL
AMOUNT OF GBP 9,667,654.20 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 THE EARLIER, AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 04 AUG
2007 ; 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 OF THE COMPANY, ISSUER YES FOR N/A
PURSUANT TO SECTION 95(1) OF THE COMPANIES ACT
1985(THE ACT), TO SELL EQUITY SECURITIES FOR CASH
SECTION 94(2) OF THE ACT PURSUANT TO THE AUTHORITY
UNDER SECTION 80 OF THE ACT CONFERRED BY RESOLUTION 8
AND TO SELL EQUITY SECURITIES SECTION 94(2) OF THE
ACT FOR CASH WHICH BEFORE THE SALE WERE HELD BY THE
COMPANY AS TREASURY SHARES SECTION 94 OF THE ACT ,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION
89(1) OF THE ACT , 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 VALUE OF GBP 1,464,796; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 04 AUG 2006 ; THE COMPANY MAY AT ANY
TIME BEFORE SUCH EXPIRY, MAKE AN OFFER OR AGREEMENT
WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE
ALLOTTED AFTER SUCH EXPIRY
PROPOSAL #S.10: 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
29,295,929 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 04 AUG
2007 ; 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: UNICREDITO ITALIANO SPA, MILANO
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/15/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPOINT THE DIRECTORS AFTER HAVING ISSUER NO N/A N/A
DETERMINED HOW MANY THEY ARE TO BE FOR THE 3 YEAR TERM
2006-2008; APPROVE THAT THEIR TERM WILL END IN
COMBINATION WITH THE 2008 SHAREHOLDERS MEETING CALL
PROPOSAL #2.: APPROVE TO DETERMINE THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE EXECUTIVE COMMITTEE'S SALARY FOR
EVERY FUTURE YEAR IN OFFICE AS PER ARTICLE 26 OF THE
BYLAW, NEVERTHELESS FOR THE INTERNAL AUDITORS AND
THEIR PRESIDENT AS PER THE LEGISLATIVE DECREE 231/01
PROPOSAL #3.: GRANT AUTHORITY FOR THE PURCHASE AND ISSUER NO N/A N/A
SALE OF OWN SHARES AS PER ARTICLE 2357-TER OF THE
ITALIAN CIVIL CODE
------------------------------------------------------------------------------------
ISSUER: UNICREDITO ITALIANO SPA, MILANO
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE FINANCIAL STATEMENTS FOR ISSUER NO N/A N/A
THE YE 31 DEC 2005, ACCOMPANIED BY REPORTS BY THE
DIRECTORS AND THE INDEPENDENT AUDITORS, REPORT BY THE
BOARD OF STATUTORY AUDITORS AND THE CONSOLIDATED
FINANCIAL STATEMENTS AND THE SOCIAL AND ENVIRONMENTAL
REPORT
PROPOSAL #O.2: APPROVE THE ALLOCATION OF NET PROFIT ISSUER NO N/A N/A
FOR THE YEAR
PROPOSAL #O.3: APPROVE THE GROUP PERSONNEL LONG-TERM ISSUER NO N/A N/A
INCENTIVE PLAN FOR 2006
PROPOSAL #E.1: AUTHORIZE THE BOARD OF DIRECTORS ON 1 ISSUER NO N/A N/A
OR MORE OCCASIONS FOR A MAXIMUM PERIOD OF 1 YEAR
STARTING FROM THE DATE OF SHAREHOLDERS RESOLUTION,
UNDER THE PROVISIONS OF SECTION 2443 OF THE ITALIAN
CIVIL CODE, TO INCREASE THE SHARE CAPITAL, WITH THE
EXCLUSION OF RIGHTS, AS ALLOWED BY SECTION 2441.8 OF
THE ITALIAN CIVIL CODE, FOR A MAXIMUM NOMINAL AMOUNT
OF EUR 21,000,000 TO SERVICE THE EXERCISE OF OPTIONS
TO SUBSCRIBE TO UP TO 42,000,000 ORDINARY SHARES IN
UNICREDITO ITALIANO OF PAR VALUE EUR 0.50 EACH, TO
RESERVE FOR THE EXECUTIVE PERSONNEL IN THE HOLDING
COMPANY AND THE GROUP'S BANK AND COMPANIES WHO HOLD
POSITIONS OF PARTICULAR IMPORTANCE FOR THE PURPOSES OF
ACHIEVING THE GROUP'S OVERALL OBJECTIVES,
CONSEQUENTLY AMEND THE ARTICLES OF ASSOCIATION
PROPOSAL #E.2: AUTHORIZE THE BOARD OF DIRECTORS ON 1 ISSUER NO N/A N/A
OR MORE OCCASIONS FOR A MAXIMUM PERIOD OF 5 YEARS
STARTING FROM THE DATE OF THE SHAREHOLDERS
RESOLUTION, UNDER THE PROVISIONS OF SECTION 2443 OF
THE ITALIAN CIVIL CODE, TO CARRY OUT A BONUS CAPITAL
INCREASE, AS ALLOWED BY THE SECTION 2349 OF THE
ITALIAN CIVIL CODE, FOR A MAXIMUM NOMINAL AMOUNT OF
EUR 6,500,000 CORRESPONDING TO UP TO 13,000,000
ORDINARY SHARES IN UNICREDITO ITALIANO OF PAR VALUE
EUR 0.50 EACH, TO ALLOCATE TO THE EXECUTIVE PERSONNEL
IN THE HOLDING COMPANY AND THE GROUP'S BANKS AND
COMPANIES, WHO HOLD POSITIONS OF PARTICULAR IMPORTANCE
FOR THE PURPOSES OF ACHIEVING THE GROUP'S OVERALL
OBJECTIVES, CONSEQUENTLY AMEND THE ARTICLES OF
ASSOCIATION
------------------------------------------------------------------------------------
ISSUER: UNILEVER PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT AND THE ACCOUNTS FOR ISSUER YES FOR N/A
THE YE 31 DEC 2005
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 DEC 2005
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 13.54 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE
PROPOSAL #4.: RE-ELECT MR. PATRICK J. CESCAU AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: RE-ELECT MR. C. J. VAN DER GRAFF AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.: RE-ELECT MR. RALPH D. KUGLER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #7.: RE-ELECT MR. RUBY H.P. MARKHAM AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #8.: RE-ELECT MR. ANTONY BURGMANS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #9.: RE-ELECT RT HON THE LORD BRITTAN OF ISSUER YES FOR N/A
SPENNITHORNE QC, DL AS A DIRECTOR
PROPOSAL #10.: RE-ELECT RT HON THE BARONESS CHALKER OF ISSUER YES FOR N/A
WALLASEY AS A DIRECTOR
PROPOSAL #11.: RE-ELECT PROFESSOR WIM DIK AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #12.: RE-ELECT THE LORD SIMON OF HIGHBURY AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #13.: RE-ELECT MR. JEROEN VAN DER VEER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #14.: ELECT MR. CHARLES E. GOLDEN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #15.: ELECT DR. BYRON GROTE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #16.: ELECT MR. JEAN-CYRILL SPINETTA AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #17.: ELECT MR. KORNELIS J. STORM AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #18.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR N/A
AS AUDITORS OF THE COMPANY
PROPOSAL #19.: AUTHORIZE THE BOARD TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #20.: AUTHORIZE THE DIRECTORS TO ISSUE OF ISSUER YES FOR N/A
EQUITY OR EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE
RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP 13,450,000
PROPOSAL #21.: AUTHORIZE THE DIRECTORS TO ISSUE OF ISSUER YES FOR N/A
EQUITY OR EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE
RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP 2,000,000
PROPOSAL #22.: AUTHORIZE THE COMAPNY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES FOR 290,000,000 ORDINARY SHARES
PROPOSAL #23.: GRANT AUTHORITY TO ALIGN THE DIVIDEND ISSUER YES FOR N/A
GENERATING CAPACITY AND THE DIVIDEND ENTITLEMENTS
PROPOSAL #24.: AMEND THE DEED OF MUTUAL COVENANTS ISSUER YES FOR N/A
PROPOSAL #25.: APPROVE THE SUB-DIVIDEND OF ORDINARY ISSUER YES FOR N/A
SHARES INTO INTERMEDIATE ORDINARY SHARES, THE
CONSOLIDATION OF UNISSUED INTERMEDIATE ORDINARY SHARES
INTO UNISSUED NEW ORDINARY SHARES AND OF THE ISSUED
INTERMEDIATE ORDINARY SHARES INTO NEW ORDINARY SHARES;
AMEND THE ARTICLES OF ASSOCIATION AND AMEND THE
DEPOSIT AGREEMENT
PROPOSAL #26.: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
REGARDING BOARD NOMINATION PROCEDURES
PROPOSAL #27.: APPROVE TO INCREASE THE REMUNERATION OF ISSUER YES FOR N/A
NON-EXECUTIVE DIRECTORS TO GBP 1,500,000
------------------------------------------------------------------------------------
ISSUER: UNILEVER PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE EQUALISATION AGREEMENT ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: VIVENDI UNIVERSAL
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #E.1: APPROVE TO CHANGE THE COMPANY'S ISSUER NO N/A N/A
CORPORATE NAME AND AMEND ARTICLE 1 FORM-CORPORATE
NAME-LEGALIZATION-TERM OF THE BY-LAWS AS FOLLOWS: THE
CORPORATE NAME IS VIVENDI, REPLACING VIVENDI UNIVERSAL
PROPOSAL #O.2: RECEIVE THE REPORT OF THE EXECUTIVE ISSUER NO N/A N/A
COMMITTEE AND THE AUDITORS ONE AND APPROVE THE
COMPANY'S FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE YE IN 2005, AS PRESENTED
PROPOSAL #O.3: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER NO N/A N/A
AND THE AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM
PRESENTED IN THE MEETING
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-
86 OF THE FRENCH COMMERCIAL CODE AND APPROVE THE
AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: APPROVE THE RECOMMENDATION OF THE ISSUER NO N/A N/A
EXECUTIVE COMMITTEE AND RESOLVE THE DISTRIBUTABLE
INCOME FOR THE FY BE APPROPRIATED AS FOLLOWS: ORIGINS
INCOME FOR THE FY: EUR 6,675,241,474.31, PRIOR
RETAINED EARNINGS: EUR 5,110,752,302.45, TOTAL: EUR
11,785,993,776.76, ALLOCATION LEGAL RESERVE: EUR
248,892,162.85, TOTAL DIVIDEND: EUR 1,146,735,727.00,
RETAINED EARNINGS: EUR 10,390,365,886.91; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.00
PER SHARE AND WILL ENTITLE NATURAL PERSONS TO THE 40%
ALLOWANCE; THIS DIVIDEND WILL BE PAID ON 04 MAY 2006
AS REQUIRED BY THE LAW
PROPOSAL #O.6: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
FERNANDO FALCO Y FERNANDEZ DE CORDOVA AS A MEMBER OF
THE SUPERVISORY BOARD FOR A 4-YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
GABRIEL HAWAWINI AS A MEMBER OF THE SUPERVISORY BOARD
FOR A 4-YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
COMPANY BARBIER FRINAULT ET AUTRES AS A STATUTORY
AUDITOR FOR A 6-YEAR PERIOD
PROPOSAL #O.9: APPOINT THE COMPANY AUDITEX AS A DEPUTY ISSUER NO N/A N/A
AUDITOR FOR A 6-YEAR PERIOD BY REPLACING MR. MAXIME
PETIET
PROPOSAL #O.10: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
BUYBACK THE COMPANY'S SHARES ON THE OPEN MARKET IN ON
OR SEVERAL TIMES, INCLUDING IN A PERIOD OF A PUBLIC
OFFER, SUBJECT TO THE CONDITIONS DESCRIBED BELOW:
MAXIMUM PURCHASE PRICE: EUR 35.00, MAXIMUM NUMBER OF
SHARES TO BE ACQUIRED: 10% OF THE SHARE CAPITAL, TOTAL
FUNDS INVESTED IN THE SHARE BUYBACKS: EUR
2,980,000,000.00; AUTHORITY EXPIRES AT THE END OF 18
MONTHS AND APPROVE TO DELEGATE ALL POWERS TO THE
EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AND THIS
AUTHORIZATION SUPERSEDES, FOR THE REMAINING PERIOD,
THE ONE GRANTED BY THE SHAREHOLDERS MEETING OF 28 APR
2005
PROPOSAL #O.11: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL, ON ONE OR MORE OCCASION AND
AT ITS SOLE DISCRETION, BY CANCELING ALL OR PART OF
THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A
STOCK REPURCHASE PLAN, UP TO A MAXIMUM OF 10% OF THE
SHARE CAPITAL OVER A 24 MONTH PERIOD; AND APPROVE TO
DELEGATE ALL POWERS TO THE EXECUTIVE COMMITTEE TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.12: GRANT ALL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY THE LAW
------------------------------------------------------------------------------------
ISSUER: VODAFONE GROUP PLC NEW
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS AND ISSUER YES FOR N/A
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAR 2005
PROPOSAL #2.: RE-ELECT LORD MACLAURIN OF KNEBWORTH, ISSUER YES FOR N/A
DL, AS A DIRECTOR OF THE COMPANY WHO RETIRES
VOLUNTARILY
PROPOSAL #3.: RE-ELECT MR. PAUL HAZEN AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES IN ACCORDANCE WITH THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-ELECT MR. ARUN SARIN AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES IN ACCORDANCE WITH THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT SIR JULIAN HORN-SMITH AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES VOLUNTARILY
PROPOSAL #6.: RE-ELECT MR. PETER BAMFORD AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES VOLUNTARILY
PROPOSAL #7.: RE-ELECT MR. THOMAS GEITNER AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES VOLUNTARILY
PROPOSAL #8.: RE-ELECT DR. MICHAEL BOSKIN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES IN ACCORDANCE
WITH THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #9.: RE-ELECT MR. LORD BROERS AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES VOLUNTARILY
PROPOSAL #10.: RE-ELECT MR. JOHN BUCHANAN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES VOLUNTARILY
PROPOSAL #11.: RE-ELECT MR. PENNY HUGHES AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #12.: RE-ELECT PROFESSOR JURGEN SCHREMPP AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES VOLUNTARILY
PROPOSAL #13.: RE-ELECT MR. LUC VANDEVELDE AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES VOLUNTARILY
PROPOSAL #14.: ELECT SIR JOHN BOND AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES IN ACCORDANCE WITH THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #15.: ELECT MR. ANDREW HALFORD AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #16.: DECLARE A FINAL DIVIDEND RECOMMENDED BY ISSUER YES FOR N/A
THE DIRECTORS OF 2.16P PER ORDINARY SHARE FOR THE
YEAR ENDED 31 MAR 2005 PAYABLE ON THE ORDINARY SHARES
OF THE COMPANY TO ALL MEMBERS WHOSE NAMES APPEARED ON
THE REGISTER OF MEMBERS ON 03 JUN 2005 AND THAT SUCH
DIVIDEND BE PAID ON 05 AUG 2005
PROPOSAL #17.: APPROVE THE REMUNERATION REPORT OF THE ISSUER YES FOR N/A
BOARD FOR THE YEAR ENDED 31 MAR 2005
PROPOSAL #18.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS TO THE COMPANY UNTIL THE NEXT AGM
PROPOSAL #19.: AUTHORIZE THE AUDIT COMMITTEE TO ISSUER YES FOR N/A
DETERMINE THE REMUNERATION OF THE AUDITORS
PROPOSAL #20.: 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: I)
MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS NOT
EXCEEDING GBP 50,000 IN TOTAL; AND II) TO INCUR EU
POLITICAL EXPENDITURE NOT EXCEEDING GBP 50,000 IN
TOTAL, DURING THE PERIOD ENDING ON THE DATE OF THE
COMPANY'S AGM IN 2006; FOR THE PURPOSES OF THIS
RESOLUTION, THE EXPRESSIONS DONATIONS , EU POLITICAL
ORGANIZATIONS AND EU POLITICAL EXPENDITURE HAVE
THE MEANINGS SET OUT IN PART XA OF THE COMPANIES ACT
1985 AS AMENDED BY THE POLITICAL PARTIES, ELECTIONS
AND REFERENDUMS ACT 2000
PROPOSAL #21.: APPROVE TO RENEW THE AUTHORITY ISSUER YES FOR N/A
CONFERRED ON THE DIRECTORS BY ARTICLE 16.2 OF THE
COMPANY'S ARTICLES OF ASSOCIATION FOR THIS PURPOSE:
THE SECTION 80 AMOUNT BE USD 900,000,000; AND THE
PRESCRIBED PERIOD BE THE PERIOD ENDING ON THE DATE OF
THE AGM IN 2006 OR ON 26 OCT 2006, WHICHEVER IS THE
EARLIER
PROPOSAL #S.22: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR N/A
RESOLUTION 21, TO RENEW THE POWER CONFERRED ON THE
DIRECTORS BY ARTICLE 16.3 OF THE COMPANY'S ARTICLES OF
ASSOCIATION FOR THE PRESCRIBED PERIOD SPECIFIED IN
RESOLUTION 21 AND FOR SUCH PERIOD THE SECTION 89
AMOUNT BE USD 320,000,000 WITH SUCH AMOUNT INCLUDING
THE SALE OF ORDINARY SHARES HELD IN TREASURY
PROPOSAL #S.23: AUTHORIZE THE COMPANY, FOR THE ISSUER YES FOR N/A
PURPOSES OF SECTION 166 OF THE COMPANIES ACT 1985, TO
MAKE MARKET PURCHASES AS DEFINED IN SECTION 163 OF
THAT ACT OF ORDINARY SHARES OF USD 0.10 EACH IN THE
CAPITAL OF THE COMPANY PROVIDED THAT: THE MAXIMUM
AGGREGATE NUMBER OF ORDINARY SHARES WHICH MAY BE
PURCHASED IS 6,400,000,000; THE MINIMUM PRICE WHICH
MAY BE PAID FOR EACH ORDINARY SHARE IS USD 0.10; THE
MAXIMUM PRICE EXCLUDING EXPENSES WHICH MAY BE PAID
FOR ANY ORDINARY SHARE IS AN AMOUNT EQUAL TO 105% OF
THE AVERAGE OF THE MIDDLE MARKET QUOTATION OF THE
COMPANY'S ORDINARY SHARES AS DERIVED FROM THE OFFICIAL
LIST OF THE LONDON STOCK EXCHANGE FOR THE FIVE
BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH
SUCH SHARE IS CONTRACTED TO BE PURCHASED; AND THIS
AUTHORITY SHALL EXPIRE AT THE CONCLUSION OF THE AGM OF
THE COMPANY HELD IN 2006 OR ON 26 OCT 2006, WHICHEVER
IS THE EARLIER, UNLESS SUCH AUTHORITY IS RENEWED
PRIOR TO THAT TIME EXCEPT IN RELATION TO THE PURCHASE
OF ORDINARY SHARES THE CONTRACT FOR WHICH WAS
CONCLUDED BEFORE THE EXPIRY OF SUCH AUTHORITY AND
WHICH MIGHT BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
PROPOSAL #S.24: APPROVE THAT THE COMPANY'S MEMORANDUM ISSUER YES FOR N/A
OF ASSOCIATION BE AMENDED TO ADD THE FOLLOWING OBJECT
24: (24) TO PROVIDE A DIRECTOR WITH FUNDS TO MEET
REASONABLE EXPENDITURE INCURRED OR TO BE INCURRED BY
HIM IN DEFENDING ANY CIVIL OR CRIMINAL PROCEEDINGS, OR
IN CONNECTION WITH ANY APPLICATION UNDER THOSE
PROVISIONS OF THE COMPANIES ACT 1985 REFERRED TO IN
SECTION 337A OF THAT ACT, AND TO DO ANYTHING TO ENABLE
A DIRECTOR TO AVOID INCURRING SUCH REASONABLE
EXPENDITURE, TO THE EXTENT PERMITTED BY LAW. ; AND THE
FOLLOWING ADDITIONAL BULLET POINT BE ADDED TO ARTICLE
110.2 TO ALLOW DIRECTORS TO VOTE ON THE ISSUE OF
INDEMNIFICATION AND FUNDING OF DIRECTORS DEFENCE
COSTS: ANY PROPOSAL RELATING TO: (I) THE GRANTING OF
AN INDEMNITY TO DIRECTORS; OR (II) THE FUNDING OF
REASONABLE EXPENDITURE BY ONE OR MORE DIRECTORS IN
DEFENDING CIVIL OR CRIMINAL PROCEEDINGS, OR IN
CONNECTION WITH ANY APPLICATION UNDER THE PROVISIONS
OF THE COMPANIES ACT 1985 REFERRED TO IN SECTION
337A(2) OF THAT ACT; OR (III) THE DOING OF ANYTHING TO
ENABLE SUCH A DIRECTOR OR DIRECTORS TO AVOID
INCURRING SUCH EXPENDITURE, BY THE COMPANY OR ANY OF
ITS SUBSIDIARY UNDERTAKINGS. ; AND THAT ARTICLE 152.2
OF THE COMPANY'S ARTICLES OF ASSOCIATION BE AMENDED TO
READ AS FOLLOWS: SO FAR AS THE COMPANIES ACTS ALLOW,
THE SECRETARY AND OTHER OFFICERS OF THE COMPANY ARE
EXEMPTED FROM ANY LIABILITY TO THE COMPANY WHERE THAT
LIABILITY WOULD BE COVERED BY THE INDEMNITY IN ARTICLE
152.1. AND THAT THE FOLLOWING ARTICLE 152.3 BE
INSERTED INTO THE COMPANY'S ARTICLES OF ASSOCIATION;
SO FAR AS THE COMPANIES ACTS ALLOW, THE COMPANY OR ANY
OF ITS SUBSIDIARY UNDERTAKINGS MAY: (I) PROVIDE A
DIRECTOR WITH FUNDS TO MEET EXPENDITURE INCURRED OR TO
BE INCURRED BY HIM IN DEFENDING ANY CIVIL OR CRIMINAL
PROCEEDINGS, OR IN CONNECTION WITH ANY APPLICATION
UNDER THE PROVISIONS OF THE COMPANIES ACT 1985
REFERRED TO IN SECTION 337A(2) OF THAT ACT; AND (II)
MAY DO ANYTHING TO ENABLE A DIRECTOR TO AVOID
INCURRING SUCH EXPENDITURE, BUT SO THAT THE TERMS SET
OUT IN SECTION 337A(4) OF THAT ACT SHALL APPLY TO ANY
SUCH PROVISION OF FUNDS OR OTHER THINGS DONE
PROPOSAL #25.: APPROVE THE VODAFONE GLOBAL INCENTIVE ISSUER YES FOR N/A
PLAN THE PLAN AND AUTHORIZE THE DIRECTORS TO TAKE
ALL ACTIONS THAT THEY CONSIDER NECESSARY OR DESIRABLE
TO IMPLEMENT AND ESTABLISH THE PLAN; AND TO IMPLEMENT
AND ESTABLISH FURTHER PLANS BASED ON THE PLAN 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 PLAN
------------------------------------------------------------------------------------
ISSUER: WESTPAC BANKING CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/15/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL FINANCIAL REPORT, THE ISSUER NO N/A N/A
DIRECTORS REPORT AND THE AUDIT REPORT OF THE WESTPAC
FOR THE YE 30 SEP 2005
PROPOSAL #2.a: RE-ELECT MR. LEONARD ANDREW DAVIS AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLES 9.2
AND 9.3 OF THE CONSTITUTION
PROPOSAL #2.b: RE-ELECT MR. DAVID ALEXANDER CRAWFORD ISSUER YES FOR N/A
AS A DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLES
9.2 AND 9.3 OF THE CONSTITUTION
PROPOSAL #S.3: AMEND ARTICLE 9.1 OF THE CONSTITUTION ISSUER YES FOR N/A
PROPOSAL #4.: ADOPT THE ANNUAL REMUNERATION REPORT FOR ISSUER YES FOR N/A
WESTPAC FOR THE YE 30 SEP 2005
------------------------------------------------------------------------------------
ISSUER: XSTRATA PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PROPOSED ACQUISITION ON THE ISSUER YES FOR N/A
TERMS AND SUBJECT TO THE CONDITIONS OF THE ACQUISITION
AGREEMENT AND AUTHORIZE THE BOARD OF DIRECTORS OF THE
COMPANY TO TAKE ALL SUCH STEPS AS IT CONSIDERS
NECESSARY, EXPEDIENT OR DESIRABLE TO EFFECT THE
PROPOSED ACQUISITION OR OTHERWISE IN CONNECTION WITH
THE PROPOSED ACQUISITION AND ANY MATTER INCIDENTAL TO
THE PROPOSED ACQUISITION AND TO WAIVE, AMEND, VARY,
REVISE OR EXTEND ANY OF SUCH TERMS AND CONDITIONS AS
IT MAY CONSIDER TO BE APPROPRIATE
------------------------------------------------------------------------------------
ISSUER: XSTRATA PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ANNUAL REPORT AND ISSUER YES FOR N/A
FINANCIAL STATEMENTS OF THE COMPANY AND THE REPORTS OF
THE DIRECTORS AND THE AUDITORS THEREON FOR THE YE 31
DEC 2005
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF USD 0.25 ISSUER YES FOR N/A
CENTS PER ORDINARY SHARE IN RESPECT OF THE YE 31 DEC
2005
PROPOSAL #3.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT AS SPECIFIED FOR THE YE 31 DEC 2005
PROPOSAL #4.: RE-ELECT MR. IVAN GLASENBERG AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR, WHO RETIRES IN ACCORDANCE WITH
ARTICLE 128 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. ROBERT MACDONNELL AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR, WHO RETIRES IN ACCORDANCE WITH
ARTICLE 128 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT DR. FREDERIK ROUX AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR, WHO RETIRES IN ACCORDANCE WITH
ARTICLE 128 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #7.: RE-ELECT MR. SANTIAGO ZALDUMBIDE AS A ISSUER YES FOR N/A
EXECUTIVE DIRECTOR, WHO RETIRES IN ACCORDANCE WITH
ARTICLE 128 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 GENERAL MEETING AT WHICH
ACCOUNTS ARE LAID BEFORE THE COMPANY AND AUTHORIZE THE
DIRECTORS TO DETERMINE THE REMUNERATION OF THE
PROPOSAL #9.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ALL EXISTING AUTHORITY, AND PURSUANT TO SECTION
80 AND BY ARTICLE 14 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, TO ALLOT RELEVANT SECURITIES SECTION 80
UP TO AN AMOUNT OF USD 108,477,815 EQUIVALENT TO
216,955,630 ORDINARY SHARES OF USD 0.50 EACH IN THE
CAPITAL OF THE COMPANY ; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR AFTER THE
PASSING OF THIS RESOLUTION
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR N/A
SUBSTITUTION FOR ALL EXISTING AUTHORITY, PURSUANT TO
SECTION 89 AND BY ARTICLE 15 OF THE COMPANY'S ARTICLES
OF ASSOCIATION, TO ALLOT EQUITY SECURITIES,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION
89(1) , AND THE AMOUNT IS USD 16,271,672 EQUIVALENT
TO 32,543,344 ORDINARY SHARES OF USD 0.50 EACH IN THE
CAPITAL OF THE COMPANY ; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR AFTER THE PASSING OF THIS RESOLUTION
------------------------------------------------------------------------------------
ISSUER: XSTRATA PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/30/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, SUBJECT TO RESOLUTIONS 2 AND 3 ISSUER YES FOR N/A
BEING PASSED, THE PROPOSED ACQUISITION BY A WHOLLY-
OWNED INDIRECT SUBSIDIARY OF THE COMPANY, XSTRATA
CANADA INC. THE OFFEROR , OF ANY AND ALL OF THE
ISSUED, TO BE ISSUED AND OUTSTANDING FALCONBRIDGE
SHARES AS SPECIFIED , OTHER THAN ANY FALCONBRIDGE
SHARES OWNED DIRECTLY OR INDIRECTLY BY THE OFFEROR OR
ITS AFFILIATES, ON THE TERMS AND SUBJECT TO THE
CONDITIONS OF THE OFFER DOCUMENT AS SPECIFIED , A
COPY OF WHICH IS PRODUCED TO THE MEETING AND FOR
IDENTIFICATION PURPOSES, INITIALED BY THE CHAIRMAN OF
THE MEETING, OR ON THE TERMS AND SUBJECT TO THE
CONDITIONS OF ANY AMENDED, EXTENDED, REVISED, RENEWED,
ADDITIONAL OR OTHER OFFER OR OFFERS FOR SHARES AND/OR
ASSOCIATED RIGHTS IN THE CAPITAL OF FALCONBRIDGE
LIMITED APPROVED BY THE BOARD OF DIRECTORS OF THE
COMPANY THE BOARD OR ANY DULY CONSTITUTED COMMITTEE
OF THE BOARD A COMMITTEE THE OFFER , TO MAKE
WAIVERS, EXTENSIONS AND AMENDMENTS OR VARIATIONS TO
ANY OF THE TERMS AND CONDITIONS OF THE OFFER AND TO DO
ALL SUCH THINGS THAT IT MAY CONSIDER NECESSARY OR
DESIRABLE TO IMPLEMENT AND GIVE EFFECT TO, OR
OTHERWISE IN CONNECTION WITH, THE OFFER AND ANY
MATTERS INCIDENTAL TO THE OFFER, INCLUDING IN RESPECT
OF OPTIONS GRANTED TO EMPLOYEES OF FALCONBRIDGE OR ITS
SUBSIDIARIES
PROPOSAL #2.: APPROVE TO INCREASE THE SHARE CAPITAL OF ISSUER YES FOR N/A
THE COMPANY FROM USD 437,500,000.50 AND GBP 50,000 TO
USD 7,554,974,199.00 AND GBP 50,000 BY THE CREATION
OF AN ADDITIONAL 14,234,948,397 ORDINARY SHARES OF USD
0.50 EACH IN THE CAPITAL OF THE COMPANY HAVING THE
RIGHTS AND PRIVILEGES AND BEING SUBJECT TO THE
RESTRICTIONS CONTAINED IN THE ARTICLES OF ASSOCIATION
OF THE COMPANY AND RANKING PARI PASSU IN ALL RESPECTS
WITH THE EXISTING ORDINARY SHARES OF USD 0.50 EACH IN
THE CAPITAL OF THE COMPANY
PROPOSAL #3.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
SUBJECT TO RESOLUTION 2 BEING PASSED, TO RENEW THE
AUTHORITY TO ALLOT RELEVANT SECURITIES FOR A PERIOD
EXPIRING UNLESS PREVIOUSLY RENEWED, VARIED OR REVOKED
ON THE DATE WHICH IS THE 5 ANNIVERSARY OF THE DATE
ON WHICH THIS RESOLUTION IS PASSED AND FOR THAT PERIOD
THE SECTION 80 AMOUNT SHALL BE I) USD
7,000,000,000.00 EQUIVALENT TO 14,000,000,000
ORDINARY SHARES OF USD 0.50 EACH IN THE CAPITAL OF THE
COMPANY IN CONNECTION WITH 1 OR MORE ISSUES OF
RELEVANT SECURITIES UNDER ONE OR MORE TRANSACTIONS TO
REFINANCE IN WHOLE OR IN PART ANY AMOUNT OUTSTANDING
UNDER THE EQUITY BRIDGE FACILITY AS SPECIFIED AND
II) OTHERWISE THAN IN CONNECTION WITH 1 OR MORE ISSUES
OF RELEVANT SECURITIES UNDER 1 OR MORE TRANSACTIONS
TO REFINANCE IN WHOLE OR IN PART THE EQUITY BRIDGE
FACILITY AS SPECIFIED , USD 117,474,198.50
EQUIVALENT TO 234,948,397 ORDINARY SHARES OF USD 0.50
EACH IN THE CAPITAL OF THE COMPANY
PROPOSAL #S.4: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
IN PLACE OF ALL EXISTING POWERS, TO ALLOT EQUITY
SECURITIES AS IF SECTION 89(1) OF THE COMPANIES ACT
1985 DID NOT APPLY, FOR THAT PERIOD THE SECTION 89
AMOUNT IS USD 17,621,129.00 EQUIVALENT TO 35,242,258
ORDINARY HARES OF USD 0.50 EACH IN THE CAPITAL OF THE
COMPANY ; AUTHORITY EXPIRES AT THE NEXT AGM OF THE
COMPANY
------------------------------------------------------------------------------------
ISSUER: YANZHOU COAL MINING CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE AND RATIFY THAT THE ENTERING OF ISSUER YES FOR N/A
THE PROVISION OF MATERIALS AND WATER SUPPLY AGREEMENT
BETWEEN THE COMPANY AND YANKUANG GROUP CORPORATION
LIMITED PARENT COMPANY AND THE CONTINUING CONNECTED
TRANSACTIONS CONTEMPLATED THERE UNDER TOGETHER WITH
THE ASSOCIATED PROPOSED MAXIMUM AGGREGATE ANNUAL
AMOUNTS IN RESPECT OF SUCH TRANSACTIONS FOR EACH OF
THE FYE 31 DEC 2006 TO 2008 AS SPECIFIED; AND
AUTHORIZE THE DIRECTORS OF THE COMPANY TO DO ALL SUCH
ACTS AND THINGS AND TO SIGN ALL DOCUMENTS AND TO TAKE
ANY STEPS WHICH IN THEIR ABSOLUTE DISCRETION
CONSIDERED TO BE NECESSARY, DESIRABLE OR EXPEDIENT FOR
THE PURPOSE OF IMPLEMENTING AND/OR GIVING EFFECT TO
AND THE TRANSACTIONS CONTEMPLATED UNDER THE PROVISION
OF MATERIAL AND WATER SUPPLY AGREEMENT
PROPOSAL #2.: APPROVE AND RATIFY THAT THE ENTERING OF ISSUER YES FOR N/A
THE PROVISION OF LABOUR AND SERVICES AGREEMENT BETWEEN
THE COMPANY AND THE PARENT COMPANY AND THE CONTINUING
CONNECTED TRANSACTIONS CONTEMPLATED THERE UNDER
TOGETHER WITH THE ASSOCIATED PROPOSED MAXIMUM
AGGREGATE ANNUAL AMOUNTS IN RESPECT OF SUCH
TRANSACTIONS FOR EACH OF THE FYE 31 DEC 2006 TO 2008
AS SPECIFIED; AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO DO ALL SUCH ACTS AND THINGS AND TO SIGN ALL
DOCUMENTS AND TO TAKE ANY STEPS WHICH IN THEIR
ABSOLUTE DISCRETION CONSIDERED TO BE NECESSARY,
DESIRABLE OR EXPEDIENT FOR THE PURPOSE OF IMPLEMENTING
AND/OR GIVING EFFECT TO AND THE TRANSACTIONS
CONTEMPLATED UNDER THE PROVISION OF LABOUR AND
SERVICES AGREEMENT
PROPOSAL #3.: APPROVE AND RATIFY THAT THE ENTERING OF ISSUER YES FOR N/A
PROVISION OF ELECTRICITY AGREEMENT BETWEEN THE
COMPANY AND THE PARENT COMPANY AND THE CONTINUING
CONNECTED TRANSACTIONS CONTEMPLATED THERE UNDER
TOGETHER WITH THE ASSOCIATED PROPOSED MAXIMUM
AGGREGATE ANNUAL AMOUNTS IN RESPECT OF SUCH
TRANSACTIONS FOR EACH OF THE FYE 31 DEC 2006 TO 2008
AS SPECIFIED; AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO DO ALL SUCH ACTS AND THINGS AND TO SIGN ALL
DOCUMENTS AND TO TAKE ANY STEPS WHICH IN THEIR
ABSOLUTE DISCRETION CONSIDERED TO BE NECESSARY,
DESIRABLE OR EXPEDIENT FOR THE PURPOSE OF IMPLEMENTING
AND/OR GIVING EFFECT TO AND THE TRANSACTIONS
CONTEMPLATED UNDER THE PROVISION OF ELECTRICITY
PROPOSAL #4.: APPROVE AND RATIFY THAT THE ENTERING OF ISSUER YES FOR N/A
THE PROVISION OF EQUIPMENT MAINTENANCE AND REPAIR
WORKS AGREEMENT BETWEEN THE COMPANY AND THE PARENT
COMPANY AND THE CONTINUING CONNECTED TRANSACTIONS
CONTEMPLATED THERE UNDER TOGETHER WITH THE ASSOCIATED
PROPOSED MAXIMUM AGGREGATE ANNUAL AMOUNTS IN RESPECT
OF SUCH TRANSACTIONS FOR EACH OF THE FYE 31 DEC 2006
TO 2008 AS SPECIFIED; AND AUTHORIZE THE DIRECTORS OF
THE COMPANY TO DO ALL SUCH ACTS AND THINGS AND TO SIGN
ALL DOCUMENTS AND TO TAKE ANY STEPS WHICH IN THEIR
ABSOLUTE DISCRETION CONSIDERED TO BE NECESSARY,
DESIRABLE OR EXPEDIENT FOR THE PURPOSE OF IMPLEMENTING
AND/OR GIVING EFFECT TO AND THE TRANSACTIONS
CONTEMPLATED UNDER THE PROVISION OF EQUIPMENT
MAINTENANCE AND REPAIR WORKS AGREEMENT
PROPOSAL #5.: APPROVE AND RATIFY THAT THE ENTERING OF ISSUER YES FOR N/A
THE PROVISION OF PRODUCTS AND MATERIALS AGREEMENT
BETWEEN THE COMPANY AND THE PARENT COMPANY AND THE
CONTINUING CONNECTED TRANSACTIONS CONTEMPLATED THERE
UNDER TOGETHER WITH THE ASSOCIATED PROPOSED MAXIMUM
AGGREGATE ANNUAL AMOUNTS IN RESPECT OF SUCH
TRANSACTIONS FOR EACH OF THE FYE 31 DEC 2006 TO 2008
AS SPECIFIED; AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO DO ALL SUCH ACTS AND THINGS AND TO SIGN ALL
DOCUMENTS AND TO TAKE ANY STEPS WHICH IN THEIR
ABSOLUTE DISCRETION CONSIDERED TO BE NECESSARY,
DESIRABLE OR EXPEDIENT FOR THE PURPOSE OF IMPLEMENTING
AND/OR GIVING EFFECT TO AND THE TRANSACTIONS
CONTEMPLATED UNDER THE PROVISION OF PRODUCTS AND
MATERIALS AGREEMENT
PROPOSAL #6.: AMEND THE RULE 20 OF THE PROCEDURAL ISSUER YES FOR N/A
RULES OF THE SUPERVISORY COMMITTEE OF THE COMPANY AS
SPECIFIED
PROPOSAL #s.7: AMEND THE PARAGRAPH 1 OF ARTICLE 89 OF ISSUER YES FOR N/A
THE ARTICLES OF ASSOCIATION OF THE COMPANY AS
SPECIFIED; AND AUTHORIZE THE DIRECTORS OF THE COMPANY
TO DO ALL THINGS IN CONNECTION WITH THE AMENDMENTS
INCLUDING THE FILING OF THE AMENDMENTS WITH THE
RELEVANT AUTHORITIES AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: YANZHOU COAL MINING CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE WORKING REPORT ISSUER YES FOR N/A
OF THE BOARD OF DIRECTORS OF THE COMPANY THE BOARD
FOR THE YE 31 DEC 2005
PROPOSAL #2.: RECEIVE AND APPROVE THE WORKING REPORT ISSUER YES FOR N/A
OF THE SUPERVISORY COMMITTEE OF THE COMPANY FOR THE YE
31 DEC 2005
PROPOSAL #3.: RECEIVE AND APPROVE THE AUDITED ISSUER YES FOR N/A
FINANCIAL STATEMENTS OF THE COMPANY AS AT AND FOR THE
YE 31 DEC 2005
PROPOSAL #4.: APPROVE THE PROFIT DISTRIBUTION PLAN AND ISSUER YES FOR N/A
THE CASH DIVIDEND AND THE SPECIAL CASH DIVIDEND
DISTRIBUTION PLANS OF THE COMPANY FOR THE YE 31 DEC
2005 AND AUTHORIZE THE BOARD TO DISTRIBUTE SUCH
DIVIDEND TO SHAREHOLDERS
PROPOSAL #5.: APPROVE TO DETERMINE THE REMUNERATION OF ISSUER YES FOR N/A
THE DIRECTORS AND THE SUPERVISORS OF THE COMPANY FOR
THE YE 31 DEC 2006
PROPOSAL #6.: APPOINT DELOITTE TOUCHE TOHMATSU ISSUER YES FOR N/A
CERTIFIED PUBLIC ACCOUNTANTS IN HONG KONG AND
DELOITTE TOUCHE TOHMATSU CERTIFIED PUBLIC ACCOUNTANTS
LTD. CERTIFIED PUBLIC ACCOUNTANTS IN THE PRC
(EXCLUDING HONG KONG) AS THE COMPANYS INTERNATIONAL
AND DOMESTIC AUDITORS FOR THE YEAR 2006, RESPECTIVELY,
UNTIL THE CONCLUSION OF THE NEXT AGM AND APPROVE TO
FIX THEIR REMUNERATION
PROPOSAL #S.7: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR N/A
THE COMPANY AS PROPOSED BY THE BOARD AT A BOARD
MEETING HELD ON 21 APR 2006 AS SPECIFIED AND AUTHORIZE
THE BOARD TO DO ALL SUCH THINGS AS NECESSARY IN
CONNECTION WITH SUCH AMENDMENTS
PROPOSAL #S.8: AMEND THE RULES OF PROCEDURE FOR THE ISSUER YES FOR N/A
SHAREHOLDERS MEETING OF YANZHOU COAL MINING COMPANY
LIMITED AS PROPOSED BY THE BOARD AT A BOARD MEETING
HELD ON 21 APR 2006 AS SPECIFIED AND GRANT AUTHORITY
TO DO ALL SUCH THINGS AS NECESSARY IN CONNECTION WITH
SUCH AMENDMENTS
PROPOSAL #S.9: AMEND THE RULES OF PROCEDURE FOR THE ISSUER YES FOR N/A
BOARD OF DIRECTORS OF YANZHOU COAL MINING COMPANY
LIMITED AS PROPOSED BY THE BOARD AT A BOARD MEETING
HELD ON 21 APR 2006 AS SPECIFIED AND GRANT AUTHORITY
TO DO ALL SUCH THINGS AS NECESSARY IN CONNECTION WITH
SUCH AMENDMENTS
PROPOSAL #S.10: AMEND THE RULES OF PROCEDURE FOR THE ISSUER YES FOR N/A
SUPERVISORY COMMITTEE OF YANZHOU COAL MINING COMPANY
LIMITED AS PROPOSED BY THE BOARD AT A BOARD MEETING
HELD ON 21 APR 2006 AS SPECIFIED AND GRANT AUTHORITY
TO DO ALL SUCH THINGS AS NECESSARY IN CONNECTION WITH
SUCH AMENDMENTS
PROPOSAL #S.11: AUTHORIZE THE BOARD, IN ACCORDANCE ISSUER YES AGAINST N/A
WITH THE COMPANY LAW OF THE PRC AND THE RULES
GOVERNING THE LISTING OF THE SECURITIES ON THE STOCK
EXCHANGE OF HONG KONG LIMITED AND ONLY IF ALL
NECESSARY APPROVALS FROM THE CHINA SECURITIES
REGULATORY COMMISSION AND/OR OR OTHER RELEVANT PRC
GOVERNMENT AUTHORITIES ARE OBTAINED, TO ALLOT, ISSUE
AND DEAL WITH ADDITIONAL H SHARES IN THE SHARE CAPITAL
OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS
AND OPTIONS DURING AND AFTER THE RELEVANT PERIOD, NOT
EXCEEDING 20% OF THE NUMBER OF ISSUED H SHARES;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OR 12 MONTHS ; AND AUTHORIZE THE BOARD TO
APPROVE AND EXECUTE ALL SUCH DOCUMENTS, DEEDS AND
THINGS AS IT MAY CONSIDER NECESSARY IN CONNECTION WITH
THE ISSUE OF SUCH NEW SHARES INCLUDING, WITHOUT
LIMITATION, DETERMINING THE TIME AND PLACE OF ISSUE,
MAKING ALL NECESSARY APPLICATIONS TO THE RELEVANT
AUTHORITIES AND ENTERING INTO AN UNDERWRITING
AGREEMENT OR ANY OTHER AGREEMENT , TO DETERMINE THE
USE OF PROCEEDS AND TO MAKE ALL NECESSARY FILINGS AND
REGISTRATIONS WITH THE RELEVANT PRC, HONG KONG AND
OTHER AUTHORITIES, AND TO MAKE SUCH AMENDMENTS TO THE
ARTICLES OF ASSOCIATION OF THE COMPANY AS IT THINKS
FIT SO AS TO REFLECT THE INCREASE IN REGISTERED
CAPITAL OF THE COMPANY AND TO REFLECT THE NEW SHARE
CAPITAL STRUCTURE OF THE COMPANY UNDER THE INTENDED
ALLOTMENT AND ISSUE OF THE SHARES OF THE COMPANY
PURSUANT TO THIS RESOLUTION
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, 2006
* By Power of Attorney. Filed on December 20, 2004, see File Number 002-14336.
Incorporated by Reference.
