UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER: 811-2968
NAME OF REGISTRANT: VANGUARD TRUSTEES' EQUITY FUND
ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482
NAME AND ADDRESS OF AGENT FOR SERVICE: HEIDI STAM
PO BOX 876
VALLEY FORGE, PA 19482
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000
DATE OF FISCAL YEAR END: OCTOBER 31
DATE OF REPORTING PERIOD: JULY 1, 2007 - JUNE 30, 2008
FUND: VANGUARD INTERNATIONAL VALUE FUND
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ISSUER: ADIDAS AG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD AND THE GROUP FINANCIAL
STATEMENTS AND ANNUAL REPORT
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 128,545,221.54 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 0.50 PER ENTITLED SHARE
EUR 27,780,741.54 SHALL BE CARRIED FORWARD EX-DIVIDEND
AND PAYABLE DATE: 09 MAY 2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER NO N/A N/A
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.: AMENDMENT TO SECTION 18 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION THE MEMBER OF THE NOMINATING COMMITTEE
OF THE SUPERVISORY BOARD SHALL RECEIVE NO ADDITIONAL
REMUNERATION
PROPOSAL #6.: RESOLUTION ON THE RENEWAL OF THE ISSUER NO N/A N/A
AUTHORIZED CAPITAL, AND THE CORRESPONDING AMENDMENTS
TO THE ARTICLES OF ASSOCIATION THE UNUSED
AUTHORIZATION TO INCREASE THE SHARE CAPITAL BY UP TO
EUR 6, 250,000 ON OR BEFORE 19 JUN 2008, SHALL BE
REVOKED THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD,
TO INCREASE THE SHARE CAPITAL BY UP TO EUR 12,000,000
THROUGH THE ISSUE OF NEW SHARES AGAINST PAYMENT IN
CASH AND/OR KIND, DURING THE NEXT 3 YEARS ?AUTHORIZED
CAPITAL 2008? THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED TO DECIDE UPON THE EXCLUSION OF
SHAREHOLDERS SUBSCRIPTION RIGHTS
PROPOSAL #7.: AUTHORIZATION TO ACQUIRE OWN SHARES THE ISSUER NO N/A N/A
BOARD OF MANAGING DIRECTORS SHALL BE AUTHORIZED TO
ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF ITS
SHARE CAPITAL, AT PRICES NEITHER MORE THAN 20% BELOW,
NOR MORE THAN 15% ABOVE, THE MARKET PRICE, ON OR
BEFORE 07 NOV 2009 THE BOARD OF MANAGING DIRECTORS
SHALL BE AUTHORIZED TO DISPOSE OF THE SHARES IN A
MANNER OTHER THAN THE STOCK EXCHANGE OR A RIGHTS
OFFERING IF THE SHARES ARE SOLD AT A PRICE NOT
MATERIALLY BELOW THEIR MARKET PRICE, OR TO USE THE
SHARES FOR ACQUISITION PURPOSES FOR THE SATISFACTION
OF OPTION OR CONVERSION RIGHTS, OR WITHIN THE COMPANY
STOCK OPTION PLAN, AND TO RETIRE THE SHARES IN
ADDITION, THE SUPERVISORY BOARD SHALL BE AUTHORIZED TO
GRANT THE SHARES TO MEMBERS OF THE BOARD OF MANAGING
DIRECTORS AS REMUNERATION IN THE FORM OF A STOCK BONUS
THE PREVIOUS AUTHORIZATION, GIVEN ON 10 MAY 2007,
SHALL BE REVOKED
PROPOSAL #8.: APPROVAL OF THE USE OF DERIVATIVES ?CALL ISSUER NO N/A N/A
AND PUT OPTIONS? FOR THE PURPOSE OF ACQUIRING OWN
SHARES AS PER ITEM 7
PROPOSAL #9.: APPOINTMENT OF AUDITORS FOR THE 2008 FY ISSUER NO N/A N/A
KPMG, FRANKFURT ENTITLED TO VOTE ARE THOSE
SHAREHOLDERS OF RECORD ON 17 APR 2008, WHO PROVIDE
WRITTEN EVIDENCE OF SUCH HOLDING AND WHO REGISTER WITH
THE COMPANY ON OR BEFORE 30 APR 2008
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ISSUER: AIR FRANCE - KLM, ROISSY CHARLES DE GAULLE
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/12/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE FINANCIAL STATEMENTS AND ISSUER YES FOR N/A
STATUTORY REPORTS
PROPOSAL #O.2: APPROVE TO ACCEPT CONSOLIDATED ISSUER YES FOR N/A
FINANCIAL STATEMENTS AND STATUTORY REPORTS
PROPOSAL #O.3: APPROVE THE ALLOCATION OF INCOME AND ISSUER YES FOR N/A
DIVIDENDS OF EUR 0.48 PER SHARE
PROPOSAL #O.4: APPROVE THE SPECIAL AUDITORS REPORT ISSUER YES FOR N/A
REGARDING RELATED-PARTY TRANSACTIONS
PROPOSAL #O.5: GRANT AUTHORITY TO REPURCHASE UP TO 10% ISSUER YES FOR N/A
OF ISSUED SHARE CAPITAL
PROPOSAL #E.6: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF EUR 500 MILLION
PROPOSAL #E.7: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES AGAINST N/A
EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP
TO AGGREGATE NOMINAL AMOUNT OF EUR 500 MILLION
PROPOSAL #E.8: APPROVE TO INCREASE AUTHORIZE CAPITAL ISSUER YES FOR N/A
OF UP TO 10% OF ISSUED CAPITAL FOR FUTURE ACQUISITIONS
PROPOSAL #E.9: GRANT AUTHORITY FOR CAPITALIZATION OF ISSUER YES FOR N/A
RESERVES OF UP TO EUR 500 MILLION FOR BONUS ISSUE OR
INCREASE IN PAR VALUE
PROPOSAL #E.10: GRANT AUTHORITY UP TO 0.5% OF ISSUED ISSUER YES AGAINST N/A
CAPITAL FOR USE IN RESTRICTED STOCK PLAN
PROPOSAL #E.11: APPROVE THE EMPLOYEE SAVINGS-RELATED ISSUER YES FOR N/A
SHARE PURCHASE PLAN
PROPOSAL #E.12: AMEND ARTICLE 17 OF BY-LAWS REGARDING: ISSUER YES FOR N/A
EMPLOYEE SHAREHOLDER REPRESENTATIVES
PROPOSAL #E.13: APPROVE TO CANCEL ARTICLE 29 OF BY- ISSUER YES FOR N/A
LAWS REGARDING: STRATEGIC MANAGEMENT COMMITTEE
PROPOSAL #E.14: AMEND ARTICLE 31 OF BY-LAWS REGARDING: ISSUER YES FOR N/A
RECORD DATE
PROPOSAL #E.15: GRANT AUTHORITY TO FILL THE REQUIRED ISSUER YES FOR N/A
DOCUMENTS/OTHER FORMALITIES
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ISSUER: ALLIANZ SE, MUENCHEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND THE REPORT OF THE BOARD
OF MANAGING DIRECTORS PURSUANT TO SECTIONS 289(4) AND
315(4) OF THE GERMAN COMMERCIAL CODE
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR FOR
DISTRIBUTABLE PROFIT OF EUR 2,475,825,000 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 5.50 PER NO-PAR SHARE EX-
DIVIDEND AND PAYABLE DATE: 22 MAY 2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER YES FOR FOR
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #5.: AUTHORIZATION TO ACQUIRE OWN SHARES FOR ISSUER YES FOR FOR
PURPOSES OF SECURITIES TRADING FINANCIAL INSTITUTIONS
IN WHICH THE COMPANY HOLDS A MAJORITY INTEREST SHALL
BE AUTHORIZED TO ACQUIRE AND SELL SHARES OF THE
COMPANY, AT PRICES NOT DEVIATING MORE THAN 10% FROM
THE MARKET PRICE ON OR BEFORE 20 NOV 2009, THE TRADING
PORTFOLIO OF SHARES TO BE ACQUIRED FOR SUCH PURPOSE
SHALL NOT EXCEED 5% OF THE COMPANY'S SHARE CAPITAL AT
THE END OF ANY DAY
PROPOSAL #6.: AUTHORIZATION TO ACQUIRE OWN SHARES FOR ISSUER YES FOR FOR
PURPOSES OTHER THAN SECURITIES TRADING THE COMPANY
SHALL BE AUTHORIZED TO ACQUIRE OWN 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 ARE PURCHASE
OFFER, ON OR BEFORE 20 NOV 2009 THE BOARD OF MANAGING
DIRECTORS SHALL BE AUTHORIZED TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR A RIGHTS
OFFERING IF THE SHARES ARE SOLD AT A PRICE NOT
MATERIALLY BELOW THEIR MARKET PRICE TO USE THE SHARES
FOR ACQUISITION PURPOSES TO FLOAT THE SHARES ON
FOREIGN STOCK EXCHANGES, TO USE THE SHARES FOR THE
FULFILLMENT OF CONVERSION OR OPTION RIGHTS TO USE UP
TO 124,187 OWN SHARES WITHIN THE SCOPE OF THE
COMPANY'S STOCK OPTION PLAN, TO OFFER UP TO 5,000,000
SHARES TO EMPLOYEES OF THE COMPANY OR ITS AFFILIATES,
AND TO RETIRE THE SHARES
PROPOSAL #7.: AUTHORIZATION TO USE DERIVATIVES FOR THE ISSUER YES FOR FOR
ACQUISITION OF OWN SHARES THE COMPANY SHALL ALSO BE
AUTHORIZED TO USE PUT AND CALL OPTIONS FOR THE
ACQUISITION OF OWN SHARES OF UP TO 5% OF THE COMPANY'S
SHARE CAPITAL, AT A PRICES NOT DEVIATING MORE THAN 10
FROM THE MARKET PRICE OF THE SHARES
PROPOSAL #8.: AMENDMENT TO THE ARTICLE OF ASSOCIATION ISSUER YES FOR FOR
IN RESPECT OF MEMBERS OF THE NOMINATION COMMITTEE
SHALL NOT RECEIVE AN ADDITIONAL REMUNERATION
PROPOSAL #9.: APPROVAL OF THE CONTROL AND PROFIT ISSUER YES FOR FOR
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY OWNED
SUBSIDIARY ALLIANZ INVESTMENT MANAGEMENT SE, EFFECTIVE
RETROACTIVELY FROM 01 JUL 2007 UNTIL AT LEAST 30 JUN
2012
PROPOSAL #10.: APPROVAL OF THE CONTROL AND PROFIT ISSUER YES FOR FOR
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY OWNED
SUBSIDIARY ALLIANZ ARGOS 14 GMBH, EFFECTIVE
RETROACTIVELY FROM 01 NOV 2007 UNTIL AT LEAST 31 OCT
2012
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ISSUER: AMERICA MOVIL, S.A.B. DE C.V.
TICKER: AMX CUSIP: 02364W105
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I: APPOINTMENT OR, AS THE CASE MAY BE, ISSUER YES FOR N/A
REELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF
THE COMPANY THAT THE HOLDERS OF THE SERIES L SHARES
ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS
THEREON.
PROPOSAL #II: APPOINTMENT OF DELEGATES TO EXECUTE AND, ISSUER YES FOR N/A
IF APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED BY
THE MEETING. ADOPTION OF RESOLUTIONS THEREON.
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ISSUER: ANGLO-IRISH BANK CORP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/1/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS FOR THE YE 30 SEP ISSUER YES FOR FOR
2007 AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS
THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ON THE ORDINARY ISSUER YES FOR FOR
SHARES IN THE CAPITAL OF THE COMPANYIN RESPECT OF THE
YE 30 SEP 2007
PROPOSAL #3.a: RE-ELECT MR. NOEL HARWERTH AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE ARTICLES
OF ASSOCIATION
PROPOSAL #3.b: RE-ELECT MR. WILLIAM MCATEER AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE ARTICLES
OF ASSOCIATION
PROPOSAL #3.c: RE-ELECT MR. NED SULLIVAN AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE ARTICLES
OF ASSOCIATION
PROPOSAL #3.d: RE-ELECT MR. LAR BRADSHAW AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE ARTICLES
OF ASSOCIATION
PROPOSAL #3.e: RE-ELECT MR. MICHAEL JACOB AS A ISSUER YES AGAINST AGAINST
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE ARTICLES
OF ASSOCIATION
PROPOSAL #4.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS
PROPOSAL #S.5: AUTHORIZE THE COMPANY AND/OR ANY ISSUER YES FOR FOR
SUBSIDIARY ?BEING A BODY CORPORATE AS REFERRED TO IN
THE EUROPEAN COMMUNITIES ?PUBLIC LIMITED COMPANY
SUBSIDIARIES? REGULATIONS 1997? OF THE COMPANY TO MAKE
MARKET PURCHASE ?AS DEFINED BY SECTION 212 OF THE
COMPANIES ACT 1990 ?THE 1990 ACT?? OF SHARES OF ANY
CLASS OF THE COMPANY ON SUCH TERMS AND CONDITIONS AND
IN SUCH MANNER AS THE DIRECTORS MAY FROM TIME TO TIME
DETERMINE IN ACCORDANCE WITH AND SUBJECT TO THE
PROVISIONS OF THE 1990 ACT, AND ARTICLE 8(C) OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY; THE REISSUE
PRICE RANGE AT WHICH ANY TREASURY SHARES ?AS DEFINED
BY SECTION 209 OF THE 1990 ACT? FOR THE TIME BEING
HELD BY COMPANY MAY BE REISSUED OFF MARKET SHALL BE
THE PRICE RANGE SET OUT IN ARTICLE 8(D) OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY; ?AUTHORITY
EXPIRES THE EARLIER OF, THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 30 APR 2009?
PROPOSAL #S.6: AMEND ARTICLE 8(A) OF THE ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION OF THE COMPANY AS SPECIFIED
PROPOSAL #S.7: AUTHORIZE THE DIRECTORS, FOR THE ISSUER YES FOR FOR
PURPOSES OF SECTION 24 OF THE COMPANIES ?AMENDMENT?
ACT 1983 ?THE 1983 ACT?, TO ALLOT EQUITY SECURITIES
FOR CASH PURSUANT TO AND IN ACCORDANCE WITH ARTICLE
8(B) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY;
?AUTHORITY EXPIRES THE EARLIER OF, THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR 30 APR 2009?
PROPOSAL #8.: APPROVE THE RULES OF THE ANGLO IRISH ISSUER YES FOR FOR
BANK CORPORATION PLC 2008 PERFORMANCE SHARE AWARD PLAN
?THE PERFORMANCE SHARE PLAN?, AS SPECIFIED AND
AUTHORIZE THE DIRECTORS TO: (A) ADOPT THE PERFORMANCE
SHARE PLAN AND MAKE SUCH MODIFICATIONS TO THE
PERFORMANCE SHARE PLAN AS THEY MAY CONSIDER
APPROPRIATE TO TAKE ACCOUNT OF THE REQUIREMENTS OF
BEST PRACTICE AND TO DO ALL SUCH OTHER ACTS AND THINGS
AS THEY MAY CONSIDER APPROPRIATE TO IMPLEMENT THE
PERFORMANCE SHARE PLAN; AND, (B) ESTABLISH FURTHER
PLANS BASED ON THE PERFORMANCE SHARE PLAN BUT MODIFIED
TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR
SECURITIES LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT
ANY SHARES MADE AVAILABLE UNDER SUCH PLANS ARE
TREATED AS COUNTING AGAINST THE LIMITS ON INDIVIDUAL
OR OVERALL PARTICIPATION IN THE PERFORMANCE SHARE PLAN
PROPOSAL #9.: APPROVE, SUBJECT TO THE PASSING THE ISSUER YES FOR FOR
RESOLUTION 8, THE AMENDED RULES OF THE ANGLO IRISH
BANK CORPORATION PLC 1999 SHARE OPTION SCHEME ?THE
AMENDED RULES? AND AUTHORIZE THE DIRECTORS TO ADOPT
THEM AND TO MAKE SUCH MODIFICATIONS AS THEY MAY
CONSIDER APPROPRIATE TO TAKE ACCOUNT OF THE
REQUIREMENTS OF BEST PRACTICE AND TO DO ALL SUCH OTHER
ACTS AND THINGS AS THEY MAY CONSIDER APPROPRIATE TO
IMPLEMENT THE AMENDED RULES
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ISSUER: ANTOFAGASTA P L C
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE REPORTS OF THE ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS AND THE FINANCIAL
STATEMENTS FOR THE YE 31 DEC 2007
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR FOR
YE 31 DEC 2007
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #4.: RE-ELECT MR. J-P. LUKSIC AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
PROPOSAL #5.: RE-ELECT MR. G.A.LUKSIC AS A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #6.: RE-ELECT MR. J.G.CLARO AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: RE-ELECT MR. J.W.AMBRUS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8.: RE-ELECT MR. C.H. BAILEY, AGED 74, AS A ISSUER YES AGAINST AGAINST
DIRECTOR
PROPOSAL #9.: RE-ELECT MR. G.S.MENENDEZ AS A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #10.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY TO HOLD OFFICE FROM THE
CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION OF THE
NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX
THEIR REMUNERATION
PROPOSAL #S.11: AUTHORIZE THE COMPANY, PURSUANT TO THE ISSUER YES FOR FOR
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
98,585,669 ?REPRESENTING 10% OF THE ISSUED ORDINARY
SHARE CAPITAL OF THE COMPANY? ORDINARY SHARES OF 5P
EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 5P AND NOT MORE THAN 105% 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 TO BE HELD
IN 2009 OR 30 JUN 2009?; 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, SUBJECT TO AND CONDITIONAL ISSUER YES AGAINST AGAINST
UPON THE PASSING OF (I) THE EXTRAORDINARYRESOLUTION
SET OUT IN NOTICE DATED 10 MAR 2008 CONVENING A
SEPARATE MEETING OF THE HOLDERS OF THE ORDINARY SHARES
OF 5P EACH IN THE CAPITAL OF THE COMPANY AND (II) THE
EXTRAORDINARY RESOLUTION SET OUT IN NOTICE DATED 10
MAR 2008 CONVENING A SEPARATE MEETING OF THE HOLDERS
OF THE 5 PERCENT CUMULATIVE PREFERENCE SHARES OF GBP 1
EACH IN THE CAPITAL OF THE COMPANY, THE NEW ARTICLES
OF ASSOCIATION PRODUCED TO THE MEETING AND INTIALLED
BY THE CHAIRMAN FOR THE PURPOSE OF THE IDENTIFICATION
BE ADOPTED AS THE ARTICLES OF ASSOCIATION OF THE
COMPANY IN SUBSTITUTION FOR AND TO THE EXCLUSION OF,
THE EXISTING ARTICLES OF ASSOCIATION
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ISSUER: ANTOFAGASTA P L C
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #E.1: APPROVE TO SANCTION AND CONSENT TO THE ISSUER YES AGAINST AGAINST
PASSING AND IMPLEMENTATION OF RESOLUTION 12 SPECIFIED
IN THE NOTICE DATED 10 MAR 2008 CONVENING THE AGM OF
THE COMPANY FOR 11 JUN 2008, AND SANCTION AND CONSENT
TO ANY VARIATION OR ABROGATION OF THE RIGHTS ATTACHING
TO THE ORDINARY SHARES WHICH IS OR MAY BE EFFECTED BY
OR INVOLVED IN THE PASSING OR IMPLEMENTING OF THE
SAID RESOLUTION
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ISSUER: ARCELOR MITTAL N.V., ROTTERDAM
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE MEETING ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE TO MERGE MITTAL STEEL INTO ISSUER NO N/A N/A
ARCELOR MITTAL AS SPECIFIED
PROPOSAL #3.: ALLOW QUESTIONS ISSUER NO N/A N/A
PROPOSAL #4.: CLOSING OF THE MEETING ISSUER NO N/A N/A
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ISSUER: ARCELORMITTAL SA, LUXEMBOURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/5/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE MERGER BY ABSORPTION OF ISSUER NO N/A N/A
ARCELORMITTAL
PROPOSAL #2.: GRANT DISCHARGE TO THE BOARD AND THE ISSUER NO N/A N/A
AUDITORS TO FIX PLACE FOR KEEPING OF BOOKS AND RECORDS
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ISSUER: ARCELORMITTAL SA, LUXEMBOURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: APPROVE THE MANAGEMENT REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND THE STATEMENT BY THE
INDEPENDENT COMPANY AUDITOR, AND THE ANNUAL ACCOUNTS
FOR THE 2007 FY IN THEIR ENTIRETY, WITH A RESULTING
PROFIT FOR ARCELORMITTAL OF USD 7,611,478,151
PROPOSAL #A.2: APPROVE THE MANAGEMENT REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND THE STATEMENT BY THE
INDEPENDENT COMPANY AUDITOR AND THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE 2007 FY
PROPOSAL #A.3: APPROVE THE INCOME TO BE DISTRIBUTED ISSUER NO N/A N/A
AMOUNTS TO USD 12,433,724,370 FROM WHICHUSD
380,593,908 MUST BE ALLOCATED TO THE LEGAL RESERVE.
THE GENERAL MEETING, UPON THE PROPOSAL OF THE BOARD OF
DIRECTORS, SETS THE AMOUNT OF DIRECTORS FEES,
COMPENSATION AND ATTENDANCE FEES TO BE ALLOCATED TO
THE BOARD OF DIRECTORS AT USD 3,274,125
PROPOSAL #A.4: APPROVE THE ALLOCATION OF RESULTS AND ISSUER NO N/A N/A
DETERMINATION OF THE DIVIDEND AS SPECIFIED
PROPOSAL #A.5: GRANT DISCHARGE TO THE DIRECTORS FOR ISSUER NO N/A N/A
THE FY 2007
PROPOSAL #A.6: APPROVE THE RESIGNATIONS OF MESSRS. ISSUER NO N/A N/A
ROMAIN ZALES KI, CORPORACION JMAC B.V. ?REPRESENTED BY
ANTOINE SPILLMANN?, MANUEL FERNANDEZ LOPEZ, AS
MEMBERS OF THE BOARD OF DIRECTORS, IN NOTES THAT THE
TERMS OF OFFICE AS DIRECTORS OF JOSEPH KINSCH
?CHAIRMAN OF THE BOARD OF DIRECTORS? EDMOND PACHURA
?MEMBER OF THE BOARD OF DIRECTORS AND OF LEWIS B.
KADEN ?MEMBER OF THE BOARD OF DIRECTORS?, ARE ENDING
AT THE CLSOE OF THIS SHAREHOLDERS MEETING
PROPOSAL #A.7: ELECT MR. LEWIS B. KADEN, RESIDING 399 ISSUER NO N/A N/A
PARK AVENUE, 2ND FLOOR, NEW YORK, NY 10022, USA, FOR A
3 YEAR MANDATE, IN ACCORDANCE WITH ARTICLE 8.3 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, WHICH SHALL
TERMINATE ON THE DATE OF THE AGM OF SHAREHOLDERS TO BE
HELD IN 2011
PROPOSAL #A.8: ELECT MR. IGNACIO FERN NDEZ TOXO, ISSUER NO N/A N/A
RESIDING AT CONFEDERACI N SINDICAL DE COMISIONES
OBRERAS, FERN NDEZ DE LA HOZ 12-6, 28010 MADRID,
SPAIN, TO CONTINUE THE MANDATE OF MANUEL FERNANDEZ
LOPEZ, RESIGNING WITH EFFECT AS OF 13 MAY 2008, WHICH
SHALL TERMINATE ON THE DATE OF THE AGM OF SHAREHOLDERS
TO BE HELD IN 2010
PROPOSAL #A.9: ELECT MR. ANTOINE SPILLMANN, RESIDING ISSUER NO N/A N/A
AT 2, RUE SIGISMOND-THALBERG, CH- 1204 GENEVA,
SWITZERLAND, FOR A 3 YEAR MANDATE, IN ACCORDANCE WITH
ARTICLE 8.3 OF THE COMPANY'S ARTICLES OF ASSOCIATION,
WHICH SHALL TERMINATE ON THE DATE OF THE AGM OF
SHAREHOLDERS TO BE HELD IN 2011
PROPOSAL #A.10: ELECT MR. MALAY MUKHERJEE, RESIDING AT ISSUER NO N/A N/A
81, TEMPLARS AVENUE, GOLDERS GREEN, LONDON NW110NR,
UNITED KINGDOM, FOR A 3 YEAR MANDATE, IN ACCORDANCE
WITH ARTICLE 8.3 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, WHICH SHALL TERMINATE ON THE DATE OF THE
AGM OF SHAREHOLDERS TO BE HELD IN 2011
PROPOSAL #A.11: AUTHORIZATION THE BOARD OF DIRECTORS ISSUER NO N/A N/A
BY THE EXTRAORDINARY GENERAL MEETING OFSHAREHOLDERS
HELD ON 5 NOV 2007 WITH RESPECT TO THE SHARE BUY-BACK
PROGRAMME AND DECIDES TO AUTHORIZE, WITH EFFECT AS OF
THIS GENERAL MEETING, THE BOARD OF DIRECTORS OF THE
COMPANY, 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 (THE LAW), TO ACQUIRE AND SELL SHARES IN THE
COMPANY, UNDER THE CONDITIONS SET FORTH IN THE LAW.
SUCH PURCHASE AND SALES MAY BE CARRIED OUT FOR ANY
PURPOSE AUTHORIZED OR WHICH WOULD COME TO BE
AUTHORIZED BY THE LAWS AND REGULATIONS IN FORCE AND IN
PARTICULAR TO ENTER INTO OFFMARKET AND OVER THE
COUNTER TRANSACTIONS AND TO ACQUIRE SHARES IN THE
COMPANY THROUGH DERIVATIVE FINANCIAL INSTRUMENTS. IN
ACCORDANCE WITH THE APPLICABLE LAWS TRANSPOSING
DIRECTIVE 2003/6/EC OF 28 JANUARY 2003 AND EC
REGULATION 2273/2003 OF 22 DECEMBER 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 THE
APPLICABLE LAWS AND REGULATIONS. THE AUTHORISATION IS
VALID FOR A PERIOD OF EIGHTEEN (18) MONTHS OR UNTIL
THE DATE OF ITS RENEWAL BY A RESOLUTION OF THE GENERAL
MEETING OF SHAREHOLDERS IF SUCH RENEWAL DATE IS PRIOR
TO SUCH PERIOD. 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
COMPANYS 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 PER SHARE TO BE PAID IN
CASH SHALL NOT REPRESENT MORE THAN 125% OF THE PRICE
ON THE NEW YORK STOCK EXCHANGE, EURONEXT AMSTERDAM BY
NYSE EURONEXT, EURONEXT BRUSSELS BY NYSE EURONEXT,
EURONEXT PARIS BY NYSE EURONEXT, THE LUXEMBOURG STOCK
EXCHANGE OR THE STOCK EXCHANGES OF BARCELONA, BILBAO,
MADRID AND VALENCIA, DEPENDING ON THE MARKET ON WHICH
THE TRANSACTIONS ARE MADE, AND NO LESS THAN THE PAR
VALUE OF THE SHARE AT THE TIME OF REPURCHASE. FOR OFF
MARKET TRANSACTIONS, THE MAXIMUM PURCHASE PRICE SHALL
BE 125% OF THE PRICE OF EURONEXT PARIS BY NYSE
EURONEXT. THE PRICE ON THE NEW YORK STOCK EXCHANGE OR
EURONEXT AMSTERDAM BY NYSE EURONEXT, EURONEXT BRUSSELS
BY NYSE EURONEXT, EURONEXT PARIS BY NYSE EURONEXT,
THE LUXEMBOURG STOCK EXCHANGE OR THE STOCK PAGE 5 OF
13 EXCHANGES OF BARCELONA, BILBAO, MADRID AND VALENCIA
WILL BE DEEMED TO BE THE HIGHER OF THE AVERAGE OF THE
FINAL LISTING PRICE PER SHARE ON THE RELEVANT STOCK
EXCHANGE DURING 30 CONSECUTIVE DAYS ON WHICH THE
RELEVANT STOCK EXCHANGE IS OPEN FOR TRADING PRECEDING
THE 3 TRADING DAYS PRIOR TO THE DATE OF REPURCHASE. I
PROPOSAL #A.12: APPOINT DELOITTE S.A., WITH REGISTERED ISSUER NO N/A N/A
OFFICE AT 560, RUE DE NEUDORF, L-2220 LUXEMBOURG AS
INDEPENDENT AUDITOR FOR THE EXAMINATION OF THE ANNUAL
ACCOUNTS OF ARCELORMITTAL AND THE CONSOLIDATED
FINANCIAL STATEMENTS OF THE ARCELORMITTAL GROUP FOR
THE FINANCIAL YEAR 2008
PROPOSAL #A.13: AUTHORISE THE BOARD OF DIRECTORS TO: ISSUER NO N/A N/A
(A) ISSUE STOCK OPTIONS OR OTHER EQUITY-BASED AWARDS
TO THE EMPLOYEES WHO COMPOSE THE COMPANY'S MOST SENIOR
GROUP OF MANAGERS FOR A NUMBER OF COMPANY'S SHARES
NOT EXCEEDING A MAXIMUM TOTAL NUMBER OF EIGHT MILLION
FIVE HUNDRED THOUSAND (8,500,000) SHARES DURING THE
PERIOD FROM THIS GENERAL MEETING UNTIL THE ANNUAL
GENERAL MEETING OF SHAREHOLDERS TO BE HELD IN 2009,
EITHER BY ISSUING NEW SHARES OR BY DELIVERING THE
COMPANY'S TREASURY SHARES, PROVIDED THAT THE STOCK
OPTIONS WILL BE ISSUED AT AN EXERCISE PRICE THAT SHALL
NOT BE LESS THAN THE AVERAGE OF THE HIGHEST AND THE
LOWEST TRADING PRICE ON THE NEW YORK STOCK EXCHANGE ON
THE DAY IMMEDIATELY PRIOR TO THE GRANT DATE, WHICH
SHALL BE DECIDED BY THE BOARD OF DIRECTORS AND SHALL
BE WITHIN THE PERIOD COMMENCING ON AND ENDING FORTY-
TWO (42) DAYS AFTER THE ANNOUNCEMENT OF THE RESULTS
FOR THE SECOND QUARTER OR THE FOURTH QUARTER OF THE
COMPANY'S FINANCIAL YEAR; AND (B) DO OR CAUSE TO BE
DONE ALL SUCH FURTHER ACTS AND THINGS AS THE BOARD OF
DIRECTORS MAY DETERMINE TO BE NECESSARY OR ADVISABLE
IN ORDER TO IMPLEMENT THE CONTENT AND PURPOSE OF THIS
RESOLUTION. THE GENERAL MEETING FURTHER ACKNOWLEDGES
THAT THE MAXIMUM TOTAL NUMBER OF EIGHT MILLION FIVE
HUNDRED THOUSAND (8,500,000) SHARES AS INDICATED ABOVE
FOR STOCK OPTIONS OR OTHER EQUITY BASED AWARDS
REPRESENT LESS THAN ZERO POINT FIFTY-NINE PER CENT
(0.59%) OF THE NUMBER OF COMPANY'S SHARES ISSUED ON
THE DATE OF THE PRESENT GENERAL MEETING
PROPOSAL #A.14: AUTHORISE THE BOARD OF DIRECTORS TO: ISSUER NO N/A N/A
(A) IMPLEMENT AN EMPLOYEE SHARE PURCHASEPLAN (ESPP)
RESERVED FOR ALL OR PART OF THE EMPLOYEES AND
EXECUTIVE OFFICERS OF ALL OR PART OF THE COMPANIES
COMPRISED WITHIN THE SCOPE OF CONSOLIDATION OF THE
COMPANY'S FINANCIAL STATEMENTS FOR A MAXIMUM NUMBER OF
TWO MILLION FIVE HUNDRED THOUSAND (2,500,000) SHARES,
FULLY PAID-UP; AND (B) FOR THE PURPOSES OF THE
IMPLEMENTATION OF THE ESPP, ISSUE SHARES WITHIN THE
LIMITS OF THE AUTHORIZED SHARE CAPITAL AND/OR DELIVER
TREASURY SHARES, UP TO A MAXIMUM OF TWO MILLION FIVE
HUNDRED THOUSAND (2,500,000) SHARES FULLY PAID-UP
DURING THE PERIOD FROM THIS GENERAL MEETING TO THE
ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD IN
2009; AND (C) DO OR CAUSE TO BE DONE ALL SUCH FURTHER
ACTS AND THINGS AS THE BOARD OF DIRECTORS MAY
DETERMINE TO BE NECESSARY OR ADVISABLE IN ORDER TO
IMPLEMENT THE CONTENT AND PURPOSE OF THIS RESOLUTION.
THE GENERAL MEETING FURTHER ACKNOWLEDGES THAT THE
MAXIMUM TOTAL NUMBER OF TWO MILLION FIVE HUNDRED
THOUSAND (2,500,000) SHARES AS INDICATED ABOVE FOR THE
IMPLEMENTATION OF THE ESPP REPRESENT LESS THAN ZERO
POINT TWO PER CENT (0.2 %) OF THE NUMBER OF COMPANY'S
SHARES ISSUED ON THE DATE OF THE PRESENT GENERAL
MEETING
PROPOSAL #E.15: APPROVE TO INCREASE THE AUTHORIZED ISSUER NO N/A N/A
CAPITAL OF THE COMPANY TO EUR 643,860,000.00
?REPRESENTED BY 147,000,000 SHARES WITHOUT PAR VALUE?
AND AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH
THE ISSUE OF ADDITIONAL SHARES OF THE COMPANY WITHIN
THE LIMIT OF THE AUTHORIZED CAPITAL AS PART OF A
MARGER, CAPITAL CONTRIBUTION OR OTHER OPERATIONS IN
CONSEQUENCE AND AMEND ARTICLE NUMBER 5.2 ?STOCK
CAPITAL? ?THE SHARE CAPITAL IS OF EUR 7,082,460,000.00
SPLIT INTO 1,617,000,000 SHARES WITHOUT PAR VALUE?
AND ARTICLE 5.5, OF THE BYLAWS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASSOCIATED BRIT FOODS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/7/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND THE REPORTS OF ISSUER YES FOR FOR
THE DIRECTORS AND THE AUDITORS THEREON FOR THE YE 15
SEP 2007
PROPOSAL #2.: RECEIVE AND APPROVE THE DIRECTORS ISSUER YES FOR FOR
REMUNERATION REPORT FOR THE YE 15 SEP 2007
PROPOSAL #3.: APPROVE TO PAY A DIVIDEND OF 13P PER ISSUER YES FOR FOR
ORDINARY SHARE ON 11 JAN 2008 TO HOLDERSOF ORDINARY
SHARES ON THE REGISTER OF SHAREHOLDERS OF THE COMPANY
AT THE CLOSE OF BUSINESS ON 07 DEC 2007
PROPOSAL #4.: RE-ELECT MR. TIMOTHY CLARKE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.: RE-ELECT MR. WILLARD GORDON GALEN WESTON ISSUER YES FOR FOR
AS A DIRECTOR
PROPOSAL #6.: ELECT MR. PETER ALAN SMITH AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY TO HOLD OFFICE FROM THE
CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION OF THE
NEXT GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID
BEFORE THE SHAREHOLDERS, AND AUTHORIZE THE DIRECTORS
TO DETERMINE THEIR REMUNERATION
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR FOR
WITH SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIES ?SECTION 80(2)? UP TO A MAXIMUM OF
263 MILLION ORDINARY SHARES OF 5 15/22P EACH;
?AUTHORITY EXPIRES ON 06 DEC 2012?; 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, PURSUANT TO ISSUER YES FOR FOR
SECTION 95 OF THE COMPANIES ACT 1985, TOALLOT EQUITY
SECURITIES ?SECTION 94(2)? 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,
OPEN OFFER OR OTHER OFFER OF SECURITIES IN FAVOR OF
ORDINARY SHAREHOLDERS; II) UP TO AN AGGREGATE OF 39
MILLION ORDINARY SHARES OF 5 15/22P EACH; ?AUTHORITY
EXPIRES THE EARLIER UPON THE DATE OF THE NEXT AGM OF
THE COMPANY AFTER PASSING OF THIS RESOLUTION OR 31 DEC
2008?; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.10: APPROVE AND ADOPT THE ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION OF THE COMPANY IN SUBSTITUTION FOR AND TO
THE EXCLUSION OF ALL EXISTING ARTICLES OF ASSOCIATION,
AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASTRAZENECA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE COMPANY'S ACCOUNTS AND THE ISSUER YES FOR FOR
REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YE 31
DEC 2007
PROPOSAL #2.: APPROVE TO CONFIRM THE FIRST INTERIM ISSUER YES FOR FOR
DIVIDEND OF USD 0.52 ?25.3 PENCE, 3.49 SEK? PER
ORDINARY SHARE AND CONFIRM THE FINAL DIVIDEND FOR
2007, THE SECOND INTERIM DIVIDEND OF USD 1.35 ?67.7
PENCE, 8.61 SEK? PER ORDINARY SHARE
PROPOSAL #3.: RE-APPOINT KPMG AUDIT PLC, LONDON AS THE ISSUER YES FOR FOR
AUDITOR
PROPOSAL #4.: AUTHORIZE THE DIRECTORS TO AGREE THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITOR
PROPOSAL #5.1: ELECT MR. LOUIS SCHWEITZER AS A ISSUER YES FOR FOR
DIRECTOR IN ACCORDANCE WITH ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT
THE AGM IN 2009
PROPOSAL #5.2: ELECT MR. HAKAN MOGREN KBE AS A ISSUER YES FOR FOR
DIRECTOR IN ACCORDANCE WITH ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT
THE AGM IN 2009
PROPOSAL #5.3: ELECT MR. DAVID BRENNAN AS A DIRECTOR ISSUER YES FOR FOR
IN ACCORDANCE WITH ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN
2009
PROPOSAL #5.4: ELECT MR. SIMON LOWTH AS A DIRECTOR IN ISSUER YES FOR FOR
ACCORDANCE WITH ARTICLE 65 OF THE COMPANY'S ARTICLES
OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
PROPOSAL #5.5: ELECT MR. JOHN PATTERSON CBE FRCP AS A ISSUER YES FOR FOR
DIRECTOR IN ACCORDANCE WITH ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT
THE AGM IN 2009
PROPOSAL #5.6: ELECT MR. BO ANGELIN AS A DIRECTOR IN ISSUER YES FOR FOR
ACCORDANCE WITH ARTICLE 65 OF THE COMPANY'S ARTICLES
OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
PROPOSAL #5.7: ELECT MR. JOHN BUCHANAN AS A DIRECTOR ISSUER YES FOR FOR
IN ACCORDANCE WITH ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN
2009
PROPOSAL #5.8: ELECT MR. JEAN PHILIPPE COURTOIS AS A ISSUER YES FOR FOR
DIRECTOR IN ACCORDANCE WITH ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT
THE AGM IN 2009
PROPOSAL #5.9: ELECT MR. JANE HENNEY AS A DIRECTOR IN ISSUER YES FOR FOR
ACCORDANCE WITH ARTICLE 65 OF THE COMPANY'S ARTICLES
OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
PROPOSAL #5.10: ELECT MR. MICHELE HOOPER AS A DIRECTOR ISSUER YES FOR FOR
IN ACCORDANCE WITH ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN
2009
PROPOSAL #5.11: ELECT MR. DAME NANCY ROTHWELL AS A ISSUER YES FOR FOR
DIRECTOR IN ACCORDANCE WITH ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT
THE AGM IN 2009
PROPOSAL #5.12: ELECT MR. JOHN VARLEY AS A DIRECTOR IN ISSUER YES FOR FOR
ACCORDANCE WITH ARTICLE 65 OF THE COMPANY'S ARTICLES
OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
PROPOSAL #5.13: ELECT MR. MARCUS WALLENBERG AS A ISSUER YES FOR FOR
DIRECTOR IN ACCORDANCE WITH ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT
THE AGM IN 2009
PROPOSAL #6.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE YE 31 DEC 2007
PROPOSAL #7.: AUTHORIZE THE COMPANY AND ANY COMPANY ISSUER YES FOR FOR
WHICH IS OR BECOMES A SUBSIDIARY OF THE COMPANY DURING
THE PERIOD TO WHICH THIS RESOLUTION RELATES TO:
I)MAKE DONATIONS TO POLITICAL PARTIES; II) MAKE
DONATIONS TO POLITICAL ORGANIZATIONS OTHER THAN
POLITICAL PARTIES; AND III) INCUR POLITICAL
EXPENDITURE DURING THE PERIOD COMMENCING ON THE DATE
OF THIS RESOLUTION AND ENDING ON THE DATE THE OF THE
COMPANY'S AGM, PROVIDED THAT IN EACH CASE ANY SUCH
DONATION AND EXPENDITURE MADE BY THE COMPANY OR BY ANY
SUCH SUBSIDIARY SHALL NOT EXCEED USD 250,000 PER
COMPANY AND TOGETHER WITH THOSE MADE BY ANY SUBSIDIARY
AND THE COMPANY SHALL NOT EXCEED IN AGGREGATE USD
PROPOSAL #S.8: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION BY REPLACING GBP 1,100,000 IN LINE 3 OF
THE ARTICLE 81 WITH GBP 1,750,000 AS SPECIFIED
PROPOSAL #9.: APPROVE TO RENEW THE AUTHORITY AND POWER ISSUER YES FOR FOR
TO ALLOT NEW SHARES CONFERRED ON THE DIRECTORS BY
ARTICLE 7.1 OF THE COMPANY'S ARTICLES OF ASSOCIATION,
FOR THE PERIOD COMMENCING ON THE DATE OF THE AGM AND
ENDING THE DATE OF THE AGM OF THE COMPANY IN 2009 ?IF
EARLIER, ON 30 JUN 2009 AND SUCH PERIOD ?SECTION 80?
AMOUNT SHELL BE USD 121,417,688
PROPOSAL #S.10: APPROVE TO RENEW THE POWER CONFERRED ISSUER YES FOR FOR
ON THE DIRECTORS BY ARTICLE 7.2 OF THE COMPANY'S
ARTICLES OF ASSOCIATION WITH THE SECTION 80 AMOUNT
BEING USD 18,212,653; ?AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IN
2009 OR 30 JUN 2009?
PROPOSAL #S.11: AUTHORIZE THE COMPANY, FOR THE ISSUER YES FOR FOR
PURPOSES OF SECTION 166 OF THE COMPANIES ACT 1985, TO
MAKE MARKET PURCHASES ?SECTION 163 OF THE COMPANIES
ACT 1985? OF A MAXIMUM NUMBER OF SHARES WHICH MAY BE
PURCHASED IS 145,701,226 ?10% OF THE COMPANY'S SHARE
CAPITAL IN ISSUE AS AT 31 JAN 2008? 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 2009 OR 30 JUN 2009?; 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: AMEND THE ARTICLES 87.1, 87.2, 87.3, ISSUER YES FOR FOR
87.4, 87.5, 87.6 AND 87.7 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY WITH EFFECT FROM ?AND
INCLUDING? THE DATE ON WHICH SECTION 175 OF THE
COMPANIES ACT 2006 IS BROUGHT INTO FORCE, AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASUSTEK COMPUTER INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: THE 2007 BUSINESS OPERATIONS ISSUER NO N/A N/A
PROPOSAL #A.2: THE 2007 AUDITED REPORTS ISSUER NO N/A N/A
PROPOSAL #A.3: THE ESTABLISHMENT FOR THE RULES OF THE ISSUER NO N/A N/A
BOARD MEETING
PROPOSAL #B.1: APPROVE THE 2007 FINANCIAL STATEMENT ISSUER YES FOR FOR
PROPOSAL #B.2: APPROVE THE 2007 PROFIT DISTRIBUTION; ISSUER YES FOR FOR
CASH DIVIDEND: TWD 2.5 PER SHARE
PROPOSAL #B.3: APPROVE TO ISSUE THE NEW SHARES FROM ISSUER YES FOR FOR
RETAINED EARNINGS AND STAFF BONUS; STOCKDIVIDEND: 100
FOR 1,000 SHARES HELD
PROPOSAL #B.4: APPROVE TO REVISE THE ARTICLES OF ISSUER YES AGAINST AGAINST
INCORPORATION
PROPOSAL #B.5: APPROVE THE PROCEDURES OF ENDORSEMENT, ISSUER YES AGAINST AGAINST
GUARANTEE, AND MONETARY LOANS
PROPOSAL #B.6: APPROVE THE STATUS OF CAPITAL INJECTION ISSUER YES FOR FOR
BY ISSUING NEW SHARES OR GLOBAL DEPOSITARY RECEIPT
PROPOSAL #B.7.1: ELECT MR. SHIH, TSUNG-TANG ISSUER YES FOR FOR
?SHAREHOLDER NO. 71? AS A DIRECTOR
PROPOSAL #B.7.2: ELECT MR. TSENG, CHIANG-SHENG ISSUER YES FOR FOR
?SHAREHOLDER NO. 25370? AS A DIRECTOR
PROPOSAL #B.7.3: ELECT MR. SHEN, CHENG-LAI ISSUER YES FOR FOR
?SHAREHOLDER NO. 80? AS A DIRECTOR
PROPOSAL #B.7.4: ELECT MR. HUNG, HUNG-CHANG ISSUER YES FOR FOR
?SHAREHOLDER NO. 185? AS A DIRECTOR
PROPOSAL #B.7.5: ELECT MR. HO, MING-SEN ?SHAREHOLDER ISSUER YES FOR FOR
NO. 10? AS A DIRECTOR
PROPOSAL #B.7.6: ELECT MR. CHEN, CHIH-HSIUNG ISSUER YES FOR FOR
?SHAREHOLDER NO. 217726? AS A DIRECTOR
PROPOSAL #B.7.7: ELECT MR. CHEN, YEN-CHENG ISSUER YES FOR FOR
?SHAREHOLDER NO 135? AS A DIRECTOR
PROPOSAL #B.7.8: ELECT MR. YANG, TZE-KAING ? ID NO. ISSUER YES FOR FOR
A102241840? AS A SUPERVISOR
PROPOSAL #B.7.9: ELECT MR. CHENG, CHUNG-JEN ISSUER YES FOR FOR
?SHAREHOLDER NO. 264008? AS A SUPERVISOR
PROPOSAL #B7.10: ELECT MR. CHEN, YEN-CHENG ISSUER YES FOR FOR
?SHAREHOLDER NO. 185? AS A SUPERVISOR
PROPOSAL #B.8: APPROVE TO RELEASE THE PROHIBITION ON ISSUER YES FOR FOR
DIRECTORS FROM PARTICIPATION IN COMPETITIVE BUSINESS
PROPOSAL #B.9: OTHER ISSUES AND EXTRAORDINARY MOTIONS ISSUER YES AGAINST AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AVIVA PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/1/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL REPORT AND ACCOUNTS ISSUER YES FOR FOR
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #3.: ELECT MR. NIKHESH ARORA ISSUER YES FOR FOR
PROPOSAL #4.: ELECT MR. SCOTT WHEWAY ISSUER YES FOR FOR
PROPOSAL #5.: RE-ELECT MR. PHILIP SCOTT ISSUER YES FOR FOR
PROPOSAL #6.: RE-ELECT MR. ANDREW MOSS ISSUER YES FOR FOR
PROPOSAL #7.: RE-ELECT MR. COLIN SHARMAN ISSUER YES FOR FOR
PROPOSAL #8.: RE-APPOINT ERNST AND YOUNG LLP ISSUER YES FOR FOR
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR FOR
AUDITOR'S REMUNERATION
PROPOSAL #10.: APPROVE THE RENEWAL OF THE AUTHORITY TO ISSUER YES FOR FOR
ALLOT UNISSUED SHARES
PROPOSAL #11.: APPROVE THE RENEWAL OF THE TO MAKE NON ISSUER YES FOR FOR
PRE-EMPTIVE SHARE ALLOTMENTS
PROPOSAL #12.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #S.13: ADOPT THE NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
PROPOSAL #14.: AMEND THE AVIVA ANNUAL BONUS PLAN 2005 ISSUER YES FOR FOR
PROPOSAL #15.: AUTHORIZE THE COMPANY AND ANY ISSUER YES FOR FOR
SUBSIDIARY COMPANY IN THE GROUP TO MAKE POLITICAL
DONATIONS
PROPOSAL #S.16: GRANT AUTHORITY FOR THE PURCHASE OF ISSUER YES FOR FOR
THE COMPANY'S ORDINARY SHARES UP TO A SPECIFIED AMOUNT
PROPOSAL #S.17: GRANT AUTHORITY FOR THE PURCHASE OF ISSUER YES FOR FOR
THE COMPANY'S 8 3/4% PREFERENCE SHARES UPTO A
SPECIFIED AMOUNT
PROPOSAL #S.18: GRANT AUTHORITY FOR THE PURCHASE OF ISSUER YES FOR FOR
THE COMPANY'S 8 3/8% PREFERENCE SHARES UPTO A
SPECIFIED AMOUNT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AXA SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORT S
PROPOSAL #O.2: RECEIVE THE CONSOLIDATED FINANCIAL ISSUER YES FOR FOR
STATEMENTS AND STATUTORY REPORTS
PROPOSAL #O.3: APPROVE THE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF EUR 1.20 PER SHARE
PROPOSAL #O.4: APPROVE THE SPECIAL AUDITORS REPORT ISSUER YES FOR FOR
REGARDING RELATED-PARTY TRANSACTIONS
PROPOSAL #O.5: ELECT MR. FRANCOIS MARTINEAU AS THE ISSUER YES FOR FOR
SUPERVISORY BOARD MEMBER
PROPOSAL #O.6: ELECT THE MR. FRANCIS ALLEMAND AS THE ISSUER YES AGAINST AGAINST
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERSTO THE BOARD
PROPOSAL #O.7: ELECT THE MR. GILLES BERNARD AS THE ISSUER YES AGAINST AGAINST
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERS TO THE BOARD
PROPOSAL #O.8: ELECT THE MR. ALAIN CHOURLIN AS THE ISSUER YES AGAINST AGAINST
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERS TO THE BOARD
PROPOSAL #O.9: ELECT THE MR. WENDY COOPER AS THE ISSUER YES FOR FOR
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERS TO THE BOARD
PROPOSAL #O.10: ELECT THE MR. RODNEY KOCH AS THE ISSUER YES AGAINST AGAINST
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERS TO THE BOARD
PROPOSAL #O.11: ELECT THE MR. HANS NASSHOVEN AS THE ISSUER YES AGAINST AGAINST
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERS TO THE BOARD
PROPOSAL #O.12: ELECT THE MR. FREDERIC SOUHARD AS THE ISSUER YES AGAINST AGAINST
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERSTO THE BOARD
PROPOSAL #O.13: ELECT THE MR. JASON STEINBERG AS THE ISSUER YES AGAINST AGAINST
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERS TO THE BOARD
PROPOSAL #O.14: ELECT THE MR. ANDREW WHALEN AS THE ISSUER YES AGAINST AGAINST
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERS TOTHE BOARD
PROPOSAL #O.15: GRANT AUTHORITY TO REPURCHASE OF UP TO ISSUER YES AGAINST AGAINST
10% OF ISSUED SHARE CAPITAL
PROPOSAL #E.16: GRANT AUTHORITY UP TO 1% OF ISSUED ISSUER YES AGAINST AGAINST
CAPITAL FOR USE IN RESTRICTED STOCK PLAN
PROPOSAL #E.17: APPROVE THE STOCK OPTION PLANS GRANTS ISSUER YES AGAINST AGAINST
PROPOSAL #E.18: APPROVE THE EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR
PLAN
PROPOSAL #E.19: APPROVE THE ISSUANCE OF SHARES UP TO ISSUER YES FOR FOR
EUR 100 MILLION FOR A PRIVATE PLACEMENT
PROPOSAL #E.20: APPROVE THE REDUCTION IN SHARE CAPITAL ISSUER YES FOR FOR
VIA CANCELLATION OF REPURCHASED SHARES
PROPOSAL #E.21: GRANT AUTHORITY THE FILING OF REQUIRED ISSUER YES FOR FOR
DOCUMENTS/OTHER FORMALITIES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAE SYSTEMS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/7/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE AUDITED ACCOUNTS OF THE ISSUER YES FOR FOR
COMPANY FOR THE YE 31 DEC 2007 AND THE DIRECTORS
REPORTS AND THE AUDITORS REPORT THEREON
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE YE 31 DEC 2007
PROPOSAL #3.: DECLARE THE FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR FOR
DEC 2007 OF 7.8 PENCE PER ORDINARY SHARE PAYABLE ON
02 JUN 2008 TO ORDINARY SHAREHOLDERS WHOSE NAMES
APPEARED ON THE REGISTER OF MEMBERS AT THE CLOSE OF
BUSINESS ON 18 APR 2008
PROPOSAL #4.: RE-ELECT SIR PETER MASON AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY, WHO RETIRES PURSUANT TO ARTICLE 85
PROPOSAL #5.: RE-ELECT MR. RICHARD OLVER AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY, WHO RETIRES PURSUANTTO ARTICLE 85
PROPOSAL #6.: RE-ELECT MR. MICHAEL TURNER AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY, WHO RETIRES PURSUANT TO
ARTICLE 85
PROPOSAL #7.: ELECT MR. ANDREW INGLIS AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY, WHO RETIRES PURSUANT TOARTICLE 91
PROPOSAL #8.: ELECT MR. RAVI UPPAL AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY, WHO RETIRES PURSUANT TO ARTICLE 91
PROPOSAL #9.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY UNTIL THE NEXT AGM AT WHICH
ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #10.: AUTHORIZE THE AUDIT COMMITTEE OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS TO AGREE THE REMUNERATION OF THE
AUDITORS
PROPOSAL #11.: AUTHORIZE THE COMPANY AND THOSE ISSUER YES FOR FOR
COMPANIES WHICH ARE SUBSIDIARIES OF THE COMPANY AT ANY
TIME DURING THE PERIOD FOR WHICH THIS RESOLUTION HAS
EFFECT FOR THE PUPOSES OF PART 14 OF THE COMPANIES ACT
2006; I? TO MAKE DONATIONS TO POLITICAL PARTIES OR
INDEPENDENT ELECTION CANDIDATES AND; II? TO MAKE
POLITICAL DONATIONS OR TO POLITICAL ORGANIZATIONS
OTHER THAN POLITICAL PARTIES; III? TO INCUR POLITICAL
EXPENDITURE UP TO AN AGGREGATE AMOUNT OF GBP 100,000
AND THE AMOUNT AUTHORIZED UNDER EACH ?I? TO ?II? SHALL
ALSO BE LIMITED TO SUCH AMOUNT APPROVE THE RELATING
TO POLITICAL DONATIONS OR EXPENDITURE UNDER PART 10A
OF THE COMPANIES ACT 1985 ARE HEREBY REVOKED WITHOUT
PREJUDICE TO ANY MADE OR EXPENDITURE INCURRED PRIOR TO
THE DATE HEREOF; ?AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE AGM IN 2008 OR 30 JUN 2009?
PROPOSAL #12.: AMEND THE RULES OF THE BAE SYSTEMS ISSUER YES FOR FOR
SHARE MATCHING PLAN TO INCREASE INDIVIDUALLIMITS AS
SET OUT IN THE COPY OF THE PLAN RULES PRODUCED TO THIS
MEETING AND, FOR THE PURPOSES OF IDENTIFICATION,
INITIALLED BY THE CHAIRMAN
PROPOSAL #13.: AMEND THE RULES OF THE BAE SYSTEMS ISSUER YES FOR FOR
PERFORMANCE SHARE PLAN TO INCREASE INDIVIDUAL LIMITS
AND MAKE AMENDMENTS TO THE VESTING PROVISIONS AS
EXPLAINED IN THE NOTE TO THIS RESOLUTION AND AS SET
OUT IN THE COPY OF THE PLAN RULES PRODUCED TO THIS
MEETING AND, FOR THE PURPOSES OF IDENTIFICATION,
INITIALED BY THE CHAIRMAN; AND AUTHORIZE THE DIRECTORS
TO MAKE ONE HALF OF AN AWARD SUBJECT TO A PERFORMANCE
CONDITION BASED ON APPROPRIATELY STRETCHING INTERNAL
MEASURES AS DETERMINED BY THE BOARD'S REMUNERATION
COMMITTEE ?IN ACCORDANCE WITH THE POLICY SUMMARIZED IN
THE NOTE TO THIS RESOLUTION?
PROPOSAL #14.: APPROVE TO INCREASE THE SHARE CAPITAL ISSUER YES FOR FOR
OF THE COMPANY FROM GBP 180,000,001 TO GBP 188,750,001
BY THE CREATION OF 350,000,000 ORDINARY SHARES OF
2.5P EACH
PROPOSAL #15.: APPROVE TO RENEW THE AUTHORITY ISSUER YES FOR FOR
CONFERRED ON THE DIRECTORS BY ARTICLE 12 (B)(I) OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY FOR THE PERIOD
ENDING 30 JUN 2009 AND THAT THE FOR SUCH PERIOD THE
SECTION 80 AMOUNT WILL BE GBP 29,275,236
PROPOSAL #S.16: APPROVE TO RENEW THE AUTHORITY ISSUER YES FOR FOR
CONFERRED ON THE DIRECTORS BY ARTICLE 12(B)(I)OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY FOR THE PERIOD
ENDING ON 30 JUN 2009 OR, IF EARLIER, ON THE DAY
BEFORE THE COMPANY'S AGM IN 2009 AND THAT FOR SUCH
PERIOD THE SECTION 80 AMOUNT SHALL BE GBP 4,391,724
PROPOSAL #S.17: AUTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR FOR
OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE
MARKET PURCHASES ?SECTION 163 OF THE ACT? OF UP TO
351,337,974 ORDINARY SHARES OF 2.5P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 2.5P AND
UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; ?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY HELD IN 2009 OR 30 JUN
2009?; 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.18: AMEND THE ARTICLE OF ASSOCIATION OF ISSUER YES FOR FOR
THE COMPANY WITH EFFECT FROM THE END OF THIS AGM OR
ANY ADJOURNMENT THEREOF, SO THAT THEY SHOULD BE ANY
FORM OF THE AMENDED ARTICLES OF ASSOCIATION PRODUCED
TO THE MEETING, MARKED A AND INITIALLED BY THE
CHAIRMAN OF THE MEETING FOR THE PURPOSES OF
IDENTIFICATION; AND WITH EFFECT FROM 00:01 ON 01 OCT
2008 OR ANY LATER DATE ON WHICH SECTION 175 OF THE
COMPANIES ACT 2006 COMES INTO EFFECT; I) FOR THE
PURPOSES OF SECTION 175 OF THE COMPANIES ACT 2006, THE
DIRECTORS BE GIVE POWER IN THE ARTICLES OF
ASSOCIATION OF THE COMPANY TO AUTHORIZE CERTAIN
CONFLICTS OF INTEREST AS DESCRIBE IN THAT SECTION; AND
II) AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY
THEN IN FORCE BY THE DELETION OF THE ARTICLES 96 AND
97 IN THEIR ENTIRETY, BY THE INSERTION THEIR PLACE OF
NEW ARTICLES 96, 97, 98, 99 AND 100 AND BY THE MAKING
OF ALL CONSEQUENTIAL NUMBERING AMENDMENTS THEREOF
REQUIRED, AS DETAILED IN THE AMENDED ARTICLES OF
ASSOCIATION PRODUCED TO THE MEETING, MARKED B AND
INITIALLED BY THE CHAIRMAN FOR THE PURPOSES OF
IDENTIFICATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DO BRASIL S A MEDIUM TERM NTS BOOK ENTRY 144A
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/12/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND ARTICLE 23RD OF THE CORPORATE BY- ISSUER YES FOR N/A
LAWS, CHANGING THE NUMBER OF MEMBERS OF THE EXECUTIVE
COMMITTEE OF BANCO DO BRASIL S.A.
PROPOSAL #2.: AMEND THE ARTICLE 21ST, 25TH, 27TH, ISSUER YES FOR N/A
29TH, 30TH, 31ST AND 33RD/A OF THE CORPORATE BY-LAWS,
CHANGING THE MANGEMENT DYNAMIC OF BANCO DO BRASIL S.A.
PROPOSAL #3.: AMEND ARTICLE 13TH OF THE CORPORATE BY- ISSUER YES FOR N/A
LAWS THAT DEALS WITH IMPAIRMENTS AND PROHIBITIONS
PROPOSAL #4.: AMEND ARTICLE 41ST, WHICH DEALS WITH THE ISSUER YES FOR N/A
PREPARATION OF THE FINANCIAL STATEMENTS
PROPOSAL #5.: AMEND ARTICLE 33RD, WHICH DEALS WITH THE ISSUER YES FOR N/A
AUDIT COMMITTEE
PROPOSAL #6.: AMEND THE TOTAL ANNUAL AMOUNT OF ISSUER YES FOR N/A
COMPENSATION OF THE MEMBERS OF THE MANAGEMENT BODIES
AS A RESULT OF THE AMENDMENTS CONTAINED IN ITEM 1
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ISSUER: BANCO DO BRASIL S A MEDIUM TERM NTS BOOK ENTRY 144A
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/23/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.: APPROVE THE OPTIONAL BRINGING FORWARD OF ISSUER YES FOR N/A
THE EXERCISE OF THE SERIES C WARRANTS TO THE MONTH OF
NOV 2007
PROPOSAL #II.: APPROVE THE INCLUSION OF ARTICLE 33B IN ISSUER YES FOR N/A
THE CORPORATE BY-LAWS TO DEAL WITH THE BANCO DO
BRASIL OMBUDSMAN, IN COMPLIANCE WITH CMN INSTRUCTION
3477 DATED 26 JUN 2007
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DO BRASIL SA BB BRASIL
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND ARTICLE 7 OF THE CORPORATE BYLAWS, ISSUER YES FOR FOR
CONTEMPLATING THE INCREASE OF THE SHARE CAPITAL AND
THE INCREASE IN THE QUANTITY OF SHARE THAT MAKE UP THE
SHAREHOLDERS BASE, AS A RESULT OF THE EARLY EXERCISE
OF THE SERIES C SUBSCRIPTION WARRANTS
PROPOSAL #2.: AMEND ARTICLE 33 OF THE CORPORATE ISSUER YES FOR FOR
BYLAWS, INCLUDING IMPEDIMENT RULES RELATIVETO THE
DYNAMIC OF FUNCTIONING AND THE EXERCISE OF A POSITION
ON THE AUDIT COMMITTEE OF BANCO DO BRASIL
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DO BRASIL SA BB BRASIL
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: APPROVE THE BOARD OF DIRECTORS, ISSUER YES FOR FOR
FINANCIAL STATEMENTS, EXTERNAL AUDITORS AND OF THE
FINANCE COMMITTEE AND DOCUMENTS OPINION REPORT
RELATING TO FYE 31 DEC 2007
PROPOSAL #A.2: APPROVE TO DELIBERATE ON THE ISSUER YES FOR FOR
DISTRIBUTION OF THE FY'S NET PROFITS AND DISTRIBUTION
OF DIVIDENDS
PROPOSAL #A.3: ELECT THE MEMBERS OF THE FINANCE ISSUER YES FOR FOR
COMMITTEE
PROPOSAL #A.4: APPROVE TO SET THE MEMBERS OF FINANCE ISSUER YES FOR FOR
COMMITTEE REMUNERATION
PROPOSAL #A.5: APPROVE TO SET THE DIRECTORS ISSUER YES FOR FOR
REMUNERATION
PROPOSAL #E.1: AMEND THE ARTICLE 23 OF THE CORPORATE ISSUER YES FOR FOR
BYLAWS RELATING TO THE NUMBER OF MEMBERS OF THE
EXECUTIVE COMMITTEE OF BANCO DO BRASIL S.A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO SANTANDER CENTRAL HISPANO, SA, SANTANDER
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/27/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORISATION TO THE BOARD OF DIRECTORS ISSUER YES FOR N/A
SO THAT IT MAY, PURSUANT TO THE PROVISIONS OF SECTION
153.1.B) OF THE BUSINESS CORPORATIONS LAW ?LEY DE
SOCIEDADES ANONIMAS?, INCREASE CAPITAL ON ONE OR MORE
OCCASIONS AND AT ANY TIME, WITHIN A PERIOD OF THREE
YEARS, BY MEANS OF CASH CONTRIBUTIONS AND UP TO THE
MAXIMUM NOMINAL AMOUNT OF 1,563,574,144.5 EUROS, ALL
UNDER SUCH TERMS AND CONDITIONS AS IT DEEMS
APPROPRIATE, DEPRIVING OF EFFECT THE AUTHORISATION
GRANTED UNDER RESOLUTION SEVEN.II) OF THE ORDINARY
GENERAL MEETING OF SHAREHOLDERS OF 18 JUNE 2005.
DELEGATION OF POWERS TO EXCLUDE PRE-EMPTIVE RIGHTS,
UNDER THE PROVISIONS OF SECTION 159.2 OF THE BUSINESS
CORPORATIONS LAW.
PROPOSAL #2.: ISSUANCE OF DEBENTURES MANDATORILY ISSUER YES FOR N/A
CONVERTIBLE INTO BANCO SANTANDER SHARES IN THE AMOUNT
OF 5,000,000,000 EUROS. PROVISION FOR INCOMPLETE
SUBSCRIPTION AND EXCLUSION OF PRE-EMPTIVE RIGHTS.
DETERMINATION OF THE BASIS FOR AND TERMS OF THE
CONVERSION AND INCREASE IN SHARE CAPITAL IN THE AMOUNT
REQUIRED TO SATISFY THE REQUESTS FOR CONVERSION.
DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER TO
IMPLEMENT THE ISSUANCE AND ESTABLISH THE TERMS THEREOF
AS TO ALL MATTERS NOT CONTEMPLATED BY THE GENERAL
MEETING.
PROPOSAL #3.: AUTHORISATION TO THE BOARD OF DIRECTORS ISSUER YES FOR N/A
TO INTERPRET, REMEDY, SUPPLEMENT, CARRY OUT AND
FURTHER DEVELOP THE RESOLUTIONS ADOPTED BY THE
SHAREHOLDERS AT THE MEETING, AS WELL AS TO SUBSTITUTE
THE POWERS RECEIVED FROM THE SHAREHOLDERS AT THE
MEETING, AND GRANT OF POWERS TO CONVERT SUCH
RESOLUTIONS INTO NOTARIAL INSTRUMENTS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO SANTANDER, SA, SANTANDER
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: EXAMINATION AND APPROVAL, IF DEEMED ISSUER YES FOR FOR
APPROPRIATE. OF THE ANNUAL ACCOUNTS ?BALANCE SHEET,
PROFIT AND LOSS STATEMENT, STATEMENTS OF CHANGES IN
NET ASSETS AND CASH FLOWS, AND NOTES? AND OF THE
CORPORATE MANAGEMENT OF BANCO SANTANDER, S.A AND ITS
CONSOLIDATED GROUP, ALL WITH RESPECT TO THE FISCAL
YEAR ENDED 31 DEC 2007.
PROPOSAL #2.: APPLICATION OF RESULTS FROM FISCAL YEAR ISSUER YES FOR FOR
2007.
PROPOSAL #3.A: RATIFICATION OF THE APPOINTMENT OF MR. ISSUER YES FOR FOR
JUAN RODRIGUEZ INCIARTE.
PROPOSAL #3.B: RE-ELECTION OF MR. LUIS ALBERTO ISSUER YES FOR FOR
SALAZAR-SIMPSON BOS.
PROPOSAL #3.C: RE-ELECTION OF MR. LUIS ANGEL ROJO ISSUER YES FOR FOR
DUQUE.
PROPOSAL #3.D: RE-ELECTION OF MR. EMILIO BOTIN-SANZ DE ISSUER YES FOR FOR
SAUTUOLA Y GARCIA DE LOS RIOS.
PROPOSAL #4.: RE-ELECTION OF THE AUDITOR OF ACCOUNTS ISSUER YES FOR FOR
FOR FISCAL YEAR 2008.
PROPOSAL #5.: AUTHORIZATION FOR THE BANK AND ITS ISSUER YES FOR FOR
SUBSIDIARIES TO ACQUIRE THEIR OWN STOCK PURSUANT TO
THE PROVISIONS OF SECTION 75 AND THE FIRST ADDITIONAL
PROVISION OF THE BUSINESS CORPORATIONS LAW ?LEY DE
SOCIEDADES ANONIMAS?, DEPRIVING OF EFFECT THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS AT THE
GENERAL SHAREHOLDERS MEETING HELD ON 23 JUN 2007 TO
THE EXTENT OF THE UNUSED AMOUNT.
PROPOSAL #6.: APPROVAL, IF APPROPRIATE, OF NEW BYLAWS ISSUER YES FOR FOR
AND ABROGATION OF CURRENT BYLAWS.
PROPOSAL #7.: AMENDMENT, IF APPROPRIATE, OF ARTICLE 8 ISSUER YES FOR FOR
OF THE RULES AND REGULATIONS FOR THE GENERAL
SHAREHOLDERS MEETING.
PROPOSAL #8.: DELEGATION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR FOR
THE POWER TO CARRY OUT THE RESOLUTION TO BE ADOPTED BY
THE SHAREHOLDERS AT THE MEETING TO INCREASE THE SHARE
CAPITAL, PURSUANT TO THE PROVISIONS OF SECTION
153.1A) OF THE BUSINESS CORPORATIONS LAW, DEPRIVING OF
EFFECT THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
AT SUCH GENERAL MEETING ON 23 JUN 2007.
PROPOSAL #9.: DELEGATION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR FOR
THE POWER TO ISSUE FIXED-INCOME SECURITIES THAT ARE
CONVERTIBLE INTO AND/OR EXCHANGEABLE FOR SHARES OF THE
COMPANY, SETTING STANDARDS FOR DETERMINING THE
CONDITIONS FOR AND MODALITIES OF THE CONVERSION AND OR
EXCHANGE AND ALLOCATION TO THE BOARD OF DIRECTORS OF
THE POWERS TO INCREASE CAPITAL IN THE REQUIRED AMOUNT,
AS WELL AS TO EXCLUDE THE PREEMPTIVE SUBSCRIPTION
RIGHTS OF THE SHAREHOLDERS AND HOLDERS OF CONVERTIBLE
DEBENTURES, DEPRIVING OF EFFECT THE AUTHORIZATION
CONFERRED BY RESOLUTION TEN APPROVED AT THE ORDINARY
GENERAL SHAREHOLDERS MEETING OF 21 JUN 2003.
PROPOSAL #10.: DELEGATION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR FOR
THE POWER TO ISSUE FIXED-INCOME SECURITIES NOT
CONVERTIBLE INTO SHARES.
PROPOSAL #11.A: WITH RESPECT TO THE LONG-TERM ISSUER YES FOR FOR
INCENTIVE POLICY APPROVED BY THE BOARD OF DIRECTORS,
APPROVAL OF NEW CYCLES AND A PLAN FOR THE DELIVERY OF
SANTANDER SHARES FOR IMPLEMENTATION BY THE BANK AND
COMPANIES OF THE SANTANDER GROUP, LINKED TO CERTAIN
REQUIREMENTS OF PERMANENCE OR CHANGES IN TOTAL
SHAREHOLDER RETURN AND EARNINGS PER SHARE OF THE BANK.
PROPOSAL #11.B: APPROVAL OF AN INCENTIVE PLAN FOR ISSUER YES FOR FOR
EMPLOYEES OF ABBEY NATIONAL PLC AND OTHER COMPANIES OF
THE GROUP IN THE UNITED KINGDOM BY MEANS OF OPTIONS
TO SHARES OF THE BANK LINKED TO THE CONTRIBUTION OF
PERIODIC MONETARY AMOUNTS AND TO CERTAIN REQUIREMENTS
OF PERMANENCE.
PROPOSAL #12.: AUTHORIZATION TO THE BOARD OF DIRECTORS ISSUER YES FOR FOR
TO INTERPRET, REMEDY, SUPPLEMENT, CARRY OUT AND
FURTHER DEVELOP THE RESOLUTIONS ADOPTED BY THE
SHAREHOLDER AT THE MEETING, AS WELL AS TO DELEGATE THE
POWERS RECEIVED FROM THE SHAREHOLDERS AT THE MEETING,
AND THE GRANT OF POWERS TO CONVERT SUCH RESOLUTIONS
INTO NOTARIAL INSTRUMENTS.
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ISSUER: BANK HAPOALIM B M
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER YES FOR FOR
DIRECTORS REPORT FOR THE YEAR 2006
PROPOSAL #2.1: RE-APPOINT MR. ODED SARIG AS A ISSUER YES FOR FOR
DIRECTOR, WHO WAS CO-OPTED BY THE BOARD IN SEPTEMBER
2007
PROPOSAL #2.2: RE-APPOINT MR. MALI BARON AS A ISSUER YES FOR FOR
DIRECTOR, WHO WAS CO-OPTED BY THE BOARD IN SEPTEMBER
2007
PROPOSAL #2.3: RE-APPOINT MR. LESLEY LITNER AS A ISSUER YES FOR FOR
DIRECTOR, WHO WAS CO-OPTED BY THE BOARD IN SEPTEMBER
2007
PROPOSAL #2.4: RE-APPOINT MR. NIR ZICHLINSKI AS A ISSUER YES FOR FOR
DIRECTOR, WHO WAS CO-OPTED BY THE BOARD INSEPTEMBER
2007
PROPOSAL #2.5: RE-APPOINT MR. RONEN ISRAEL AS A ISSUER YES FOR FOR
DIRECTOR, WHO WAS CO-OPTED BY THE BOARD IN SEPTEMBER
2007
PROPOSAL #3.: APPROVE THE PAYMENT TO THE DIRECTORS ISSUER YES FOR FOR
?WITH THE EXCEPTION OF THOSE REFERRED TORESOLUTION 4
HEREAFTER? OF ANNUAL REMUNERATION IN THE AMOUNT NIS
93,810 PAYABLE BY QUARTERLY INSTALLMENTS AND NIS 2,500
MEETING ATTENDANCE FEES; THE ABOVE FEES ARE LINKED TO
THE CONSUMER PRICES INDEX PUBLISHED IN DEC 2004 SO
THAT THE AMOUNTS PRESENTLY PAYABLE ARE NIS 99,313 AND
NIS 2,647 RESPECTIVELY
PROPOSAL #4.: APPROVE THE PAYMENT OF THE DIRECTORS ISSUER YES FOR FOR
FEES, AS ABOVE IN RESOLUTION 3, TO THE DIRECTORS MS.
EPHRAT PELED AND MR. NIR ZICHLINSKI
PROPOSAL #5.1: APPROVE THE GRANT OF INDEMNITY ISSUER YES FOR FOR
UNDERTAKING TO THE FOLLOWING DIRECTORS: MESSRS. ODED
SARIG, MALI BARON, LESLEY LINTER, NIR ZICHLINSKI AND
RONEN ISRAEL
PROPOSAL #5.2: APPROVE THE GRANT OF INDEMNITY ISSUER YES FOR FOR
UNDERTAKING TO MS. EPHRAT PELED, DIRECTOR
PROPOSAL #5.3: APPROVE THE GRANT OF INDEMNITY ISSUER YES FOR FOR
UNDERTAKING TO MR. YAIR ORGELLER, DIRECTOR
PROPOSAL #6.1: RATIFY THE PURCHASE OF THE D&O ISSUER YES FOR FOR
INSURANCE COVER FOR THE YEAR COMMENCED 01 JUN 2007 IN
AN AMOUNT OF USD 200 MILLION FOR A PREMIUM OF USD
1,721,000
PROPOSAL #6.2: APPROVE THE EXTENSION, RENEWAL OR ISSUER YES FOR FOR
PURCHASE OF THE D&O INSURANCE COVER DURING AN
AGGREGATE PERIOD OF UP TO 5 YEARS PROVIDED THAT THE
COVER DOES NOT EXCEED USD 400 MILLION AND THE ANNUAL
PREMIUM DOES NOT EXCEED USD 5 MILLION
PROPOSAL #7.: RE-APPOINT THE ACCOUNTANT-AUDITORS AND ISSUER YES FOR FOR
AUTHORIZE THE BOARD TO FIX THEIR FEES AND RECEIPT OF A
REPORT AS TO THEIR FEES IN 2006
PROPOSAL #8.: APPROVE THE SPECIFIED TERMS OF ISSUER YES FOR FOR
EMPLOYMENT OF MR. DAN DANKNER, CHAIRMAN AND
CONTROLLING SHAREHOLDER
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ISSUER: BANK N S HALIFAX
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/4/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. RONALD A. BRENNEMAN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.2: ELECT MR. C.J. CHEN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT MS. N. ASHLEIGH EVERETT AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.4: ELECT MR. JOHN C. KERR AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT HON. MICHAEL J.L. KIRBY AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.6: ELECT MR. LAURENT LEMAIRE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT MR. JOHN T. MAYBERRY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT MS. ELIZABETH PARR-JOHNSTON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.9: ELECT MR. ALEXIS E. ROVZAR DE LA TORRE ISSUER YES FOR FOR
AS A DIRECTOR
PROPOSAL #1.10: ELECT MR. ARTHUR R.A. SCACE AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.11: ELECT MR. ALLAN C. SHAW AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT MR. PAUL D. SOBEY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT MS. BARBARA S. THOMAS AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.14: ELECT MR. RICHARD E. WAUGH AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.: APPOINT KPMG LLP AS THE AUDITORS ISSUER YES FOR FOR
PROPOSAL #3.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 1: RATIFY THE SPECIFIED EXECUTIVE OFFICERS
COMPENSATION
PROPOSAL #4.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 2: APPROVE TO INCREASE THE DIVIDENDS FOR
LONGER-TEM SHAREHOLDERS
PROPOSAL #5.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 3: APPROVE THE LIMIT OF VOTING RIGHTS FOR
SHORTER-TERM SHAREHOLDERS
PROPOSAL #6.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 4: APPROVE TO PROVIDE THE PAYMENT INTO
EMPLOYEE PENSION FUND IN THE EVENT OF A MERGER
PROPOSAL #7.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES ABSTAIN AGAINST
PROPOSAL 5: APPROVE TO INCREASE THE NUMBER OF WOMEN
DIRECTORS
PROPOSAL #8.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 6: APPROVE TO DISCLOSE THE RATION BETWEEN THE
SENIOR EXECUTIVE AND AVERAGE EMPLOYEE COMPENSATION
PROPOSAL #9.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 7: APPROVE TO OBTAIN SHAREHOLDER PRE-APPROVAL
FOR EXECUTIVE COMPENSATION POLICY AND DIRECTOR FEES
PROPOSAL #10.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 8: APPROVE TO RESTRICT EXECUTIVES AND
DIRECTORS EXERCISE OF OPTIONS
PROPOSAL #11.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 9: APPROVE TO DISCLOSE THE PARTICIPATION IN
HEDGE FUNDS
PROPOSAL #12.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 10: APPROVE TO PROVIDE FOR CUMULATIVE VOTING
PROPOSAL #13.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 11: APPROVE THE DIRECTOR NOMINEE CRITERIA
PROPOSAL #14.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 12: APPROVE TO REVIEW THE DISCLOSURE OF
EXECUTIVE COMPENSATION PROGRAMS
PROPOSAL #15.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL 13: APPROVE TO SHIFT EXECUTIVE COMPENSATION
TO CHARITABLE FUNDS
PROPOSAL #16.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL 14: APPROVE TO MAKE RESIGNATION UNCONDITIONAL
IN THE EVENT A DIRECTOR FAILS TO RECEIVE A MAJORITY
OF FOR VOTES FROM SHAREHOLDERS PARTICIPATING IN
PERSON OR BY PROXY AT THE AGM
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BARCLAYS BK PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/14/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #E.1: APPROVE TO PASS AND IMPLEMENT ISSUER YES FOR N/A
RESOLUTION 2 AT THE EGM RELATING TO THE PREFERENCE
SHARES AND TO CONSENT TO ANY RESULTING CHANGE IN THE
RIGHTS OF ORDINARY SHARES
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ISSUER: BARCLAYS BK PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/14/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE MERGER WITH ABN AMRO HOLDING ISSUER YES FOR N/A
N.V. AND INCREASE IN AUTHORIZED CAPITAL FROM GBP
2,500,000,000 TO GBP 4,401,000,000 AND ISSUE EQUITY
WITH PRE-EMPTIVE RIGHTS UP TO GBP 1,225,319,514 IN
CONNECTION WITH THE MERGER
PROPOSAL #S.2: APPROVE FURTHER INCREASE IN THE ISSUER YES FOR N/A
AUTHORIZED CAPITAL FROM GBP 4,401,000,000 TO GBP
4,401,000,000 AND EUR 2,000,000,000 AND ISSUE
PREFERENCE SHARES WITH PRE-EMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF EUR 2,000,000,000 AND
ADOPT NEW ARTICLES OF ASSOCIATION
PROPOSAL #3.: AUTHORIZE THE DIRECTORS TO ISSUE EQUITY ISSUER YES FOR N/A
OR EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS UP
TO AGGREGATE NOMINAL AMOUNT OF GBP 981,979,623
PROPOSAL #S.4: AUTHORIZE THE DIRECTORS TO ISSUE EQUITY ISSUER YES FOR N/A
OR EQUITY-LINKED SECURITIES FOR CASH OTHER THAN ON A
PRO-RATA BASIS TO SHAREHOLDERS AND SELL THE TREASURY
SHARES WITHOUT PRE-EMPTIVE RIGHTS UP TO AGGREGATE
NOMINAL AMOUNT OF GBP 147,296,943
PROPOSAL #S.5: AUTHORIZE THE COMPANY TO PURCHASE ISSUER YES FOR N/A
1,700,000,000 ORDINARY SHARES FOR MARKET PURCHASE
PROPOSAL #S.6: APPROVE TO CANCEL THE AMOUNT STANDING ISSUER YES FOR N/A
TO THE CREDIT OF THE SHARE PREMIUM ACCOUNT OF THE
COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BARCLAYS PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS AND THE AUDITORS ISSUER YES FOR FOR
REPORTS AND THE AUDITED ACCOUNTS FORTHE YE 31 DEC 2007
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE YE 31 DEC 2007
PROPOSAL #3.: RE-ELECT MR. DAVID BOOTH AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #4.: RE-ELECT SIR MICHAEL RAKE AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #5.: RE-ELECT MR. PATIENCE WHEAT CROFT AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. FULVIO CONTI AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #7.: RE-ELECT MR. GARY HOFFMAN AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #8.: RE-ELECT SIR JOHN SUNDERLAND AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #9.: RE-ELECT SIR NIGEL RUDD AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY
PROPOSAL #10.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR
AS THE AUDITORS OF THE COMPANY
PROPOSAL #11.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS
PROPOSAL #12.: AUTHORIZE THE COMPANY TO MAKE POLITICAL ISSUER YES FOR FOR
DONATIONS AND IN OUR POLITICAL EXPENDITURE
PROPOSAL #13.: APPROVE TO RENEW THE AUTHORITY GIVEN TO ISSUER YES FOR FOR
THE DIRECTORS TO ALLOT SECURITIES
PROPOSAL #S.14: APPROVE TO RENEW THE AUTHORITY GIVEN ISSUER YES FOR FOR
TO THE DIRECTORS TO ALLOT SECURITIES FORCASH OTHER
THAN ON A PRO-RATE BASIS TO SHAREHOLDERS AND TO SELL
TREASURY SHARES
PROPOSAL #S.15: APPROVE TO RENEW THE COMPANY'S ISSUER YES FOR FOR
AUTHORITY TO PURCHASE ITS OWN SHARES
PROPOSAL #S.16: AUTHORIZE THE OFF-MARKET PURCHASE OF ISSUER YES FOR FOR
STAFF SHARES
PROPOSAL #S.17: AUTHORIZE THE CREATION OF PREFERENCE ISSUER YES FOR FOR
SHARES
PROPOSAL #S.18: ADOPT THE NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
OF THE COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BARCLAYS PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #E.1: APPROVE TO SANCTION AND THE PASSING AND ISSUER YES FOR FOR
IMPLEMENTATION OF RESOLUTION 17 AS SPECIFIED AND TO
SANCTION AND TO EACH AND EVERY VARIATION, MODIFICATION
OR ABROGATION OF THE RIGHTS OR PRIVILEGES ATTACHING
TO THE ORDINARY SHARES, IN EACH CASE WHICH IS OR MAY
BE EFFECTED BY OR INVOLVED IN THE PASSING OR
IMPLEMENTATION OF THE SAID RESOLUTION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BASF SE, LUDWIGSHAFEN/RHEIN
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
OF BASF SE AND THE BASF GROUP FOR THE FINANCIAL YEAR
2007; PRESENTATION OF MANAGEMENT'S ANALYSIS OF BASF SE
AND THE BASF GROUP FOR THE FINANCIAL YEAR 2007
INCLUDING THE EXPLANATORY REPORTS ON THE DATA
ACCORDING TO SECTION 289 (4) AND SECTION 315 (4) OF
THE GERMAN COMMERCIAL CODE; PRESENTATION OF THE REPORT
OF THE SUPERVISORY BOARD
PROPOSAL #2.: ADOPTION OF A RESOLUTION ON THE ISSUER YES FOR FOR
APPROPRIATION OF PROFIT
PROPOSAL #3.: ADOPTION OF A RESOLUTION GIVING FORMAL ISSUER YES FOR FOR
APPROVAL TO THE ACTIONS OF THE MEMBERSOF THE
SUPERVISORY BOARD
PROPOSAL #4.: ADOPTION OF A RESOLUTION GIVING FORMAL ISSUER YES FOR FOR
APPROVAL TO THE ACTIONS OF THE MEMBERSOF THE BOARD OF
EXECUTIVE DIRECTORS
PROPOSAL #5.: ELECTION OF AN AUDITOR FOR THE FINANCIAL ISSUER YES FOR FOR
YEAR 2008
PROPOSAL #6.: AUTHORIZATION TO BUY BACK SHARES AND TO ISSUER YES FOR FOR
PUT THEM TO FURTHER USE INCLUDING THEAUTHORIZATION TO
REDEEM BOUGHT-BACK SHARES AND REDUCE CAPITAL
PROPOSAL #7.: APPROVAL OF CONTROL AND PROFIT AND LOSS ISSUER NO N/A N/A
TRANSFER AGREEMENTS
PROPOSAL #7.A: AGREEMENT WITH BASF ISSUER YES FOR FOR
BETEILIGUNGSGESELLSCHAFT MBH
PROPOSAL #7.B: AGREEMENT WITH BASF BANK GMBH ISSUER YES FOR FOR
PROPOSAL #8.: ADOPTION OF A RESOLUTION ON THE NEW ISSUER YES FOR FOR
DIVISION OF THE SHARE CAPITAL (SHARE SPLIT) AND THE
AMENDMENT OF THE ARTICLES OF ASSOCIATION
PROPOSAL #9.: ADOPTION OF A RESOLUTION ON THE ISSUER NO N/A N/A
AMENDMENT OF ARTICLES
PROPOSAL #9.A: AMENDMENT OF ARTICLE 14, PARA. 2 ISSUER YES FOR FOR
PROPOSAL #9.B: AMENDMENT OF ARTICLE 17, PARA. 1 ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAYER AG, LEVERKUSEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND RESOLUTION ON THE
APPROPRIATION OF THE DISTRIBUTABLE PROFIT OF EUR
1,031,861,592 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR
1.35 PER ENTITLED SHARE EX-DIVIDEND AND PAYABLE DATE:
26 APR 2008
PROPOSAL #2.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER NO N/A N/A
MANAGING DIRECTORS
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #4.: RENEWAL OF THE AUTHORIZATION TO ACQUIRE ISSUER NO N/A N/A
OWN SHARES THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED TO ACQUIRE SHARES OF THE COMPANY OF UP TO
10% OF ITS SHARE CAPITAL, AT A PRICE NOT DIFFERING
MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES, ON
OR BEFORE 24 OCT 2009; THE BOARD OF MANAGING DIRECTORS
SHALL BE AUTHORIZED TO DISPOSE OF THE SHARES IN A
MANNER OTHER THAN THE STOCK EXCHANGE OR AN OFFER TO
ALL SHAREHOLDERS IF T HE SHARES ARE SOLD AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE, TO USE THE
SHARES IN CONNECTION WITH MERGERS AND ACQUISITIONS OR
WITHIN THE SCOPE OF THE COMPANY'S STOCK OPTION PLANS,
AND TO RETIRE THE SHARES
PROPOSAL #5.A: RESOLUTION ON THE ISSUE OF CONVERTIBLE ISSUER NO N/A N/A
AND/OR WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR
PARTICIPATING BONDS (AUTHORIZATION I), THE CREATION OF
CONTINGENT CAPITAL, AND THE CORRESPONDING AMENDMENT
TO THE ARTICLES OF ASSOCIATION; THE BOARD OF MANAGING
DIRECTORS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE
SUPERVISORY BOARD, TO ISSUE BEARER BONDS OR RIGHTS OF
UP TO EUR 6,000,000,000 ON OR BEFORE 24 APR 2013, THE
BONDS SHALL CONFER CONVERTIBLE AND/OR OPTION RIGHTS
FOR SHARES OF THE COMPANY SHAREHOLDERS SHALL BE
GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL
AMOUNTS, FOR THE IS-SUE OF BONDS TO HOLDERS OF OPTION
OR CONVERSION RIGHTS, FOR THE ISSUE OF BONDS
CONFERRING CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES
OF THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL AT A
PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, AND FOR THE ISSUE PROFIT-SHARING RIGHT'S OR
PARTICIPATING BONDS WITH DEBENTURE LIKE FEATURES
PROPOSAL #5.B: RESOLUTION ON THE ISSUE OF CONVERTIBLE ISSUER NO N/A N/A
AND/OR WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR
PARTICIPATING BONDS (AUTHORIZATION I), THE CREATION OF
CONTINGENT CAPITAL, AND THE CORRESPONDING AMENDMENT
TO THE ARTICLES OF ASSOCIATION; THE COMPANY'S SHARE
CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR
195,584 THROUGH THE ISSUE OF UP TO 76,400,000 NEW NO-
PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR OPTION
RIGHTS ARE EXERCISED (CONTINGENT CAPITAL 2008 I)
PROPOSAL #6.A: RESOLUTION ON THE ISSUE OF CONVERTIBLE ISSUER NO N/A N/A
AND/OR WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR
PARTICIPATING BONDS (AUTHORIZATION II), THE CREATION
OF CONTINGENT CAPITAL, AND THE CORRESPONDING AMENDMENT
TO THE ARTICLES OF ASSOCIATION; THE BOARD OF MANAGING
DIRECTORS SHALL BE AUTHORIZED, WITH THE CONSENT OF
THE SUPERVISORY BOARD, TO ISSUE BEARER BONDS OR RIGHTS
OF UP TO EUR 6,000,000,000 ON OR BEFORE 24 APR 2013.
THE BONDS SHALL CONFER CONVERTIBLE AND/OR OPTION
RIGHTS FOR SHARES OF THE COMPANY SHAREHOLDERS SHALL BE
GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL
AMOUNTS, FOR THE ISSUE OF BONDS TO HOLDERS OF OPTION
AND CONVERSION RIGHTS, FOR THE ISSUE OF BONDS
CONFERRING CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES
OF THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL AT A
PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, AND FOR THE ISSUE PROFIT-SHARING RIGHTS OR
PARTICIPATING BONDS WITH DEBENTURE LIKE FEATURES
PROPOSAL #6.B: RESOLUTION ON THE ISSUE OF CONVERTIBLE ISSUER NO N/A N/A
AND/OR WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR
PARTICIPATING BONDS (AUTHORIZATION II), THE CREATION
OF CONTINGENT CAPITAL, AND THE CORRESPONDING AMENDMENT
TO THE ARTICLES OF ASSOCIATION; THE COMPANY'S SHARE
CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR
195,584 THROUGH THE ISSUE OF UP TO 76,400,000 NEW NO-
PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR OPTION
RIGHTS ARE EXERCISED (CONTINGENT CAPITAL 2008 II)
PROPOSAL #7.: APPROVAL OF THE CONTROL AND PROFIT ISSUER NO N/A N/A
TRANSFER AGREEMENTS WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARIES FUENFTE BAYER VV GMBH, SECHSTE BAYER VV
GMBH AND ERSTE BAYER VV AG AS THE TRANSFER-RING
COMPANIES, EFFECTIVE FOR A PERIOD OF AT LEAST 5 YEARS
PROPOSAL #8.: APPOINTMENT OF THE AUDITORS FOR THE 2008 ISSUER NO N/A N/A
FY: PRICEWATERHOUSECOOPERS AG, ESSEN
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BHP BILLITON PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS FOR BHP ISSUER YES FOR FOR
BILLITON PLC FOR THE YE 30 JUN 2007,TOGETHER WITH THE
DIRECTORS REPORT AND THE AUDITOR'S REPORT AS SET OUT
IN THE ANNUAL REPORT
PROPOSAL #2.: RECEIVE THE FINANCIAL STATEMENTS FOR BHP ISSUER YES FOR FOR
BILLITON LIMITED FOR THE YE 30 JUN 2007, TOGETHER
WITH THE DIRECTORS REPORT AND THE AUDITOR'S REPORT AS
SET OUT IN THE ANNUAL REPORT
PROPOSAL #3.: RE-ELECT MR. DAVID A. CRAWFORD AS A ISSUER YES FOR FOR
DIRECTOR OF BHP BILLITON PLC
PROPOSAL #4.: RE-ELECT MR. DAVID A. CRAWFORD AS A ISSUER YES FOR FOR
DIRECTOR OF BHP BILLITON LIMITED
PROPOSAL #5.: RE-ELECT MR. DON R. ARGUS AS A DIRECTOR ISSUER YES FOR FOR
OF BHP BILLITON PLC
PROPOSAL #6.: RE-ELECT MR. DON R. ARGUS AS A DIRECTOR ISSUER YES FOR FOR
OF BHP BILLITON LIMITED
PROPOSAL #7.: RE-ELECT MR. CARLOS A.S. CORDEIRO AS A ISSUER YES FOR FOR
DIRECTOR OF BHP BILLITON PLC WHO RETIRES BY ROTATION
PROPOSAL #8.: RE-ELECT MR. CARLOS A.S. CORDEIRO AS A ISSUER YES FOR FOR
DIRECTOR OF BHP BILLITON LIMITED WHO RETIRES BY
ROTATION
PROPOSAL #9.: RE-ELECT HONOURABLE E. GAIL DE PLANQUE ISSUER YES FOR FOR
AS A DIRECTOR OF BHP BILLITON PLC WHO RETIRES BY
ROTATION
PROPOSAL #10.: RE-ELECT HONOURABLE E. GAIL DE PLANQUE ISSUER YES FOR FOR
AS A DIRECTOR OF BHP BILLITON LIMITED WHO RETIRES BY
ROTATION
PROPOSAL #11.: RE-ELECT DR. DAVID A.L. JENKINS AS A ISSUER YES FOR FOR
DIRECTOR OF BHP BILLITON PLC WHO RETIRESBY ROTATION
PROPOSAL #12.: RE-ELECT DR. DAVID A.L. JENKINS AS A ISSUER YES FOR FOR
DIRECTOR OF BHP BILLITON LIMITED WHO RETIRES BY
ROTATION
PROPOSAL #13.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR FOR
AUDITOR OF BHP BILLITON PLC AND AUTHORIZE THE
DIRECTORS TO AGREE THEIR REMUNERATION
PROPOSAL #14.: APPROVE TO RENEW THE AUTHORITY AND ISSUER YES FOR FOR
POWER TO ALLOT RELEVANT SECURITIES CONFERRED ON THE
DIRECTORS BY ARTICLE 9 OF BHP BILLITON PLC'S ARTICLES
OF ASSOCIATION FOR THE PERIOD ENDING ON THE LATER OF
THE AGM OF BHP BILLITON PLC AND THE AGM OF BHP
BILLITON LIMITED IN 2008 AND FOR SUCH PERIOD THE
SECTION 80 AMOUNT ?UNDER THE UNITED KINGDOM COMPANIES
ACT 1985? SHALL BE USD 278,081,499
PROPOSAL #S.15: APPROVE TO RENEW THE AUTHORITY AND ISSUER YES FOR FOR
POWER TO ALLOT EQUITY SECURITIES FOR CASH CONFERRED ON
THE DIRECTORS BY ARTICLE 9 OF BHP BILLITON PLC'S
ARTICLES OF ASSOCIATION FOR THE PERIOD ENDING ON THE
LATER OF THE AGM OF BHP BILLITON PLC AND THE AGM OF
BHP BILLITON LIMITED IN 2008 AND FOR SUCH PERIOD THE
SECTION 89 AMOUNT ?UNDER THE UNITED KINGDOM COMPANIES
ACT 1985? SHALL BE USD 58,200,632
PROPOSAL #S.16: AUTHORIZE BHP BILLITON PLC, IN ISSUER YES FOR FOR
ACCORDANCE WITH ARTICLE 6 OF ITS ARTICLES OF
ASSOCIATION AND SECTION 166 OF THE UNITED KINGDOM
COMPANIES ACT 1985, TO MAKE MARKET PURCHASES ?SECTION
163 OF THAT ACT? OF ORDINARY SHARES OF USD 0.50
NOMINAL VALUE EACH IN THE CAPITAL OF BHP BILLITON PLC
?SHARES? PROVIDED THAT: A) THE MAXIMUM AGGREGATE
NUMBER OF SHARES HEREBY AUTHORIZED TO BE PURCHASED BE
232,802,528, BEING 10% OF BHP BILLITON PLC'S ISSUED
CAPITAL; B) THE MINIMUM PRICE THAT MAY BE PAID FOR
EACH SHARE IS USD 0.50, BEING THE NOMINAL VALUE OF
SUCH A SHARE; C) THE MAXIMUM PRICE THAT MAY BE PAID
FOR ANY SHARE IS NOT MORE THAN 5% ABOVE THE AVERAGE OF
THE MIDDLE MARKET QUOTATIONS FOR A SHARE TAKEN FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST FOR THE
5 BUSINESS DAYS IMMEDIATELY PRECEDING THE DATE OF
PURCHASE OF THE SHARES; ?AUTHORITY EXPIRES ON THE
EARLIER OF 25 APR 2009 AND THE LATER OF THE AGM OF BHP
BILLITON PLC AND THE AGM OF BHP BILLITON LIMITED IN
2008?; BHP BILLITON PLC MAY ENTER INTO A CONTRACT FOR
THE PURCHASE OF SHARES BEFORE THE EXPIRY OF THIS
AUTHORITY WHICH WOULD OR MIGHT BE COMPLETED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
PROPOSAL #S17.1: APPROVE TO REDUCE THE SHARE CAPITAL ISSUER YES FOR FOR
OF BHP BILLITON PLC BY THE CANCELLATION OF ALL THE
ISSUED PAID UP SHARES OF USD 0.50 NOMINAL VALUE EACH
HELD BY BHP BILLITON LIMITED ON 31 DEC 2007
PROPOSAL #S17.2: APPROVE TO REDUCE THE SHARE CAPITAL ISSUER YES FOR FOR
OF BHP BILLITON PLC BY THE CANCELLATION OF ALL THE
ISSUED PAID UP SHARES OF USD 0.50 NOMINAL VALUE EACH
HELD BY BHP BILLITON LIMITED ON 15 FEB 2008
PROPOSAL #S17.3: APPROVE TO REDUCE THE SHARE CAPITAL ISSUER YES FOR FOR
OF BHP BILLITON PLC BY THE CANCELLATION OF ALL THE
ISSUED PAID UP SHARES OF USD 0.50 NOMINAL VALUE EACH
HELD BY BHP BILLITON LIMITED ON 30 APR 2008
PROPOSAL #S17.4: APPROVE TO REDUCE THE SHARE CAPITAL ISSUER YES FOR FOR
OF BHP BILLITON PLC BY THE CANCELLATION OF ALL THE
ISSUED PAID UP SHARES OF USD 0.50 NOMINAL VALUE EACH
HELD BY BHP BILLITON LIMITED ON 31 MAY 2008
PROPOSAL #S17.5: APPROVE TO REDUCE THE SHARE CAPITAL ISSUER YES FOR FOR
OF BHP BILLITON PLC BY THE CANCELLATION OF ALL THE
ISSUED PAID UP SHARES OF USD 0.50 NOMINAL VALUE EACH
HELD BY BHP BILLITON LIMITED ON 15 JUN 2008
PROPOSAL #S17.6: APPROVE TO REDUCE THE SHARE CAPITAL ISSUER YES FOR FOR
OF BHP BILLITON PLC BY THE CANCELLATION OF ALL THE
ISSUED PAID UP SHARES OF USD 0.50 NOMINAL VALUE EACH
HELD BY BHP BILLITON LIMITED ON 31 JUL 2008
PROPOSAL #S17.7: APPROVE TO REDUCE THE SHARE CAPITAL ISSUER YES FOR FOR
OF BHP BILLITON PLC BY THE CANCELLATION OF ALL THE
ISSUED PAID UP SHARES OF USD 0.50 NOMINAL VALUE EACH
HELD BY BHP BILLITON LIMITED ON 15 SEP 2008
PROPOSAL #S17.8: APPROVE TO REDUCE THE SHARE CAPITAL ISSUER YES FOR FOR
OF BHP BILLITON PLC BY THE CANCELLATION OF ALL THE
ISSUED PAID UP SHARES OF USD 0.50 NOMINAL VALUE EACH
HELD BY BHP BILLITON LIMITED ON 30 NOV 2008
PROPOSAL #18.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR FOR
YE 30 JUN 2007
PROPOSAL #19.: APPROVE THE GRANT OF DEFERRED SHARES ISSUER YES FOR FOR
AND OPTIONS UNDER THE BHP BILLITON LIMITED GROUP
INCENTIVE SCHEME ?GIS? AND THE GRANT OF PERFORMANCE
SHARES UNDER THE BHP BILLITON LIMITED LONG TERM
INCENTIVE PLAN ?LTIP? TO THE EXECUTIVE DIRECTOR, MR.
MARIUS J. KLOPPERS, AS SPECIFIED
PROPOSAL #20.: APPROVE THE GRANT OF DEFERRED SHARES ISSUER YES FOR FOR
AND OPTIONS UNDER THE BHP BILLITON LIMITED GROUP
INCENTIVE SCHEME ?GIS? TO MR. CHARLES W. GOODYEAR, AS
SPECIFIED
PROPOSAL #S.21: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR FOR
BHP BILLITON PLC BY DELETING ARTICLE 82
PROPOSAL #S.22: AMEND THE CONSTITUTION OF BHP BILLITON ISSUER YES FOR FOR
LIMITED BY DELETING RULE 82
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BNP PARIBAS, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FYE IN 31 DEC 2007, IN
THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 31 DEC 2007, AS
PRESENTED, SHOWING AN AFTER TAX NET INCOME OF EUR
4,531, 812,601.84
PROPOSAL #O.3: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER YES FOR FOR
RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED AS
FOLLOWS: NET INCOME FOR THE FY: EUR 4,531,812,601.84
PROFIT RETAINED EARNINGS: EUR 12,439,561,352.21 TOTAL
EUR 16,971,373,954.05 TO THE SPECIAL INVESTMENT
RESERVE: EUR 19,544, 500.00 DIVIDENDS: EUR
3,034,079,740 .75 RETAINED EARNINGS: EUR 13,917,7
49,713.30 TOTAL : EUR 16,971,373,95 4.05 THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 3.35
PER'S HARE ?OF A PAR VALUE OF EUR 2.00 EACH?, AND WILL
ENTITLE TO THE DEDUCTION PROVIDED BY THE FRENCH TAX
CODE ?ARTICLE 158.3.2?, THIS DIVIDEND WILL BE PAID ON
29 MAY 2008, THE COMPANY HOLDING SOME OF ITS OWN
SHARES, SO THAT THE AMOUNT OF THE UNPAID DIVIDEND ON
SUCH SHARES SHALL BE ALLOCATED TO THE RETAINED
EARNINGS ACCOUNT AS REQUIRED BY LAW, IT IS REMINDED
THAT, FOR THE LAST 3 FY, THE DIVIDENDS PAID, WERE AS
FOLLOWS: EUR 2.00 FOR FY 2004 EUR 2.60 FOR FY 2005 EUR
3.10 FOR FY 2006; AND TO WITHDRAW FROM THE RETAINED
EARNINGS ACCOUNT THE NECESSARY SUMS TO PAY THE
DIVIDEND ABOVE MENTIONED, RELATED TO THE SHARES OF
WHICH THE EXERCISES OF THE STOCK SUBSCRIPTION OPTIONS
WERE CARRIED OUT BEFORE THE DAY THE DIVIDEND WAS PAID
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLESL.225.38
AND SEQUENTIAL OF THE FRENCH COMMERCIAL CODE, APPROVES
SAID REPORT AND THE AGREEMENTS REFERRED T O THEREIN
PROPOSAL #O.5: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER YES FOR FOR
BACK THE COMPANY'S SHARES ON THE OPENMARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 100.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10 % OF THE SHARE CAPITAL, THAT IS 90,569,
544 SHARES, MAXIMUM FUNDS INVESTED IN THE SHARE
BUYBACKS: EUR 9,056,95 4,400.00; ?AUTHORITY EXPIRES AT
18 MONTH PERIOD? IT SUPERSEDES THE AUTHORIZATION
GRANTED BY THE COMBINED SHAREHOLDERS MEETING OF 15
MAY 2007 IN ITS RESOLUTION NUMBER 5; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.6: APPOINTS MRS. DANIELA WEBER REY AS A ISSUER YES FOR FOR
DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW APPOINTMENT OF MR. ISSUER YES FOR FOR
FRANCOIS GRAPPOTTE AS DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW APPOINTMENT OF MR. ISSUER YES FOR FOR
FRANCOIS LEPET IT AS DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.9: APPROVE TO RENEW APPOINTMENT OF MRS. ISSUER YES FOR FOR
SUZANNE BERGE R. KENISTON AS DIRECTOR FOR A 3 YEAR
PERIOD
PROPOSAL #O.10: APPROVE TO RENEW APPOINTMENT OF MRS. ISSUER YES FOR FOR
HELENE PLOIX AS DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.11: APPROVE TO RENEW APPOINTMENT OF MR. ISSUER YES FOR FOR
BAUDOUIN PROT AS DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.12: AUTHORIZE THE BEARER OF AN ORIGINAL, A ISSUER YES FOR FOR
COPY OR EXTRACT OF THE MINUTES OF THISMEETING TO
CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER
FORMALITIES PRESCRIBED BY LAW
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
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
SUBSCRIPT ION RIGHTS MAINTAINED, OF BNP PARIBA'S
ORDINARY SHARES AND SECURITIES GIVING ACCESS TO BNP
PARIBAS CAPITAL, THE MAXIMUM NOMINAL AMOUNT OF DEBT
SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED EUR
10,000,000,000 .00, ?AUTHORITY EXPIRES AT 26 MONTH
PERIOD? IT SUPERSEDES, FOR THE UNUSED AMOUNTS, ANY AND
ALL EARLIER DELEGATIONS TO THE SAME EFFECT; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES, TO CHARGE THE'S HARE ISSUANCE
COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT FROM THE
PREMIUMS THE AMOUNTS NECESSARY TO FUND THE LEGAL
RESERVE
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE CAPITAL, ON 1 OR MORE OCCASIONS, IN
FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
350,000,000.00, BY ISSUANCE, WITHOUT PREEMPTIVE
SUBSCRIPTION RIGHTS AND GRANTING OF A PRIORITY TIME
LIMIT, OF BNP PARIBAS SHARES AND SECURITIES GIVING
ACCESS TO BNP PARIBAS CAPITAL, THE MAXIMUM NOMINAL
AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL
NOT EXCEED EUR 7,000,000,000.00; ?AUTHORITY EXPIRES AT
26 MONTH PERIOD?; IT SUPERSEDES, FOR THE UNUSED
AMOUNTS, ANY AND ALL EARLIER DELEGATIONS TO THE SAME
EFFECT; AND 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 FUND
THE LEGAL RESERVE
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE ON 1 OR MORE OCCASIONS, WITHOUT PREEMPTIVE
SUBSCRIPT ION RIGHTS, THE SHARE CAPITAL TO A MAXIMUM
NOMINAL AMOUNT OF EUR 250,0 00,000.00, BY ISSUANCE OF
SHARES TENDERED TO ANY PUBLIC EXCHANGE OFFER MADE BY
BNP PARIBAS; ?AUTHORITY EXPIRES AT 26 MONTH PERIOD?,
AND 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 FUND THE LEGAL
RESERVE
PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, UP TO 10 % OFTHE SHARE
CAPITAL, BY WAY OF ISSUING , WITHOUT PRE EMPTIVE
SUBSCRIPTION RIGHTS, SHARES OR SECURITIES GIVING
ACCESS TO THE CAPITAL, IN CONSIDERATION FOR THE
CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND
COMPRISED OF UNQUOTED CAPITAL SECURITIES; ?AUTHORITY
EXPIRES AT 26 MONTH PERIOD? AND 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 FUND THE LEGAL RESERVE
PROPOSAL #E.17: APPROVE TO DECIDES THAT THE OVERALL ISSUER YES FOR FOR
NOMINAL AMOUNT PERTAINING TO: THE CAPITALINCREASES TO
BE CARRIED OUT WITH THE USE OF THE AUTHORIZATIONS
GIVEN BY RESOLUTIONS 14 TO 16 SHALL NOT EXCEED EUR
350,000,000.00, THE ISSUES OF DEBT SECURITIES TO BE
CARRIED OUT WITH THE USE OF THE AUTHORIZATIONS GIVEN
BY RESOLUTIONS NUMBER 14 TO 16 SHALL NOT EXCEED EUR
7,000,000,000.00, THE SHAREHOLDERS SUBSCRIPTION
RIGHTS BEING CANCELLED
PROPOSAL #E.18: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, IN 1 OR MORE OCCASIONS AND
AT ITS SOLE DISCRETION, BY A MAXI MUM NOMINAL AMOUNT
OF EUR 1,000,000 ,000.00, BY WAY OF CAPITALIZING
RESERVES, PROFITS, OR ADDITIONAL PAID IN CAPITAL, BY
ISSUING BONUS SHARE'S OR RAISING THE PAR VALUE OF
EXISTING SHARES, OR BY A COMBINATION OF THESE METHODS;
?AUTHORITY EXPIRES AT 26 MONTH PERIOD? IT SUPERSEDES,
FOR THE UNUSED AMOUNTS, ANY AND ALL EARLIER
DELEGATIONS TO THE SAME EFFECT; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.19: APPROVE THE OVERALL NOMINAL AMOUNT OF ISSUER YES FOR FOR
THE ISSUES, WITH OR WITHOUT PRE-EMPTIVESUBSCRIPTION
RIGHTS, PERTAINING TO: THE CAPITAL INCREASES TO BE
CARRIED OUT WITH THE USE OF THE DELEGATIONS GIVEN BY
RESOLUTIONS 13 TO 16 SHALL NOT EXCEED EUR 1,00
0,000,000.00, THE ISSUES OF DEBT SECURITIES TO BE
CARRIED OUT WITH THE USE OF THE DELEGATIONS GIVEN BY
RESOLUTIONS NUMBER 13 TO 16 SHALL NOT EXCEED EUR
10,000,000,000.00
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS, AT
ITS SOLE DISCRETION, BY WAY OF ISSUING SHARES, IN
FAVOUR OF MEMBERS OF A COMPANY SAVINGS PLAN OF THE
GROUP BNP PARIBAS; ?AUTHORITY EXPIRES AT 26 MONTH
PERIOD? AND FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED
EUR 36,000,000.00, IT SUPERSEDES, FOR THE UNUSED
AMOUNTS, ANY AND ALL EARLIER AUTHORIZATION TO THE SAME
EFFECT; AND TO DECIDES TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF THE
BENEFICIARIES ABOVE MENTIONED; AND 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 FUND THE LEGAL
RESERVE
PROPOSAL #E.21: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
GRANT, FOR FREE, ON 1 OR MORE OCCASIONS, EXISTING OR
FUTURE SHARES, IN FAVOUR OF THE EMPLOYEES OF BNP
PARIBAS AND CORPORATE OFFICERS OF THE RELATED
COMPANIES, THEY MAY NOT REPRESENT MORE THAN 1.5 % OF
THE SHARE CAPITAL; ?AUTHORITY EXPIRES AT 38 MONTH
PERIOD?, IT SUPERSEDES, FOR THE UNUSED AMOUNTS, ANY
AND ALL EARLIER AUTHORIZATION TO THE SAME EFFECT; AND
TO DECIDES TO CANCEL T HE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS IN FAVOUR OF ANY PERSONS CONCERNED
BY THE CHARACTERISTICS GIVEN BY THE BOARD OF
DIRECTORS; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.22: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
GRANT, IN 1 OR MORE TRANSACTIONS, IN FAVOUR OF
EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY AND
RELATED COMPANIES, OPTIONS GIVING THE RIGHT EITHER TO
SUBSCRIBE FOR NEW SHARES IN THE COMPANY OR TO PURCHASE
EXISTING SHARES PURCHASED BY THE COMPANY, IT BEING
PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A
TOTAL NUMBER OF SHARES, WHICH SHALL EXCEED 3 % OF THE
SHARE CAPITAL, THE TOTAL NUMBER OF SHARES ALLOCATED
FREE OF CHARGE, ACCORDINGLY WITH T HE AUTHORITY
EXPIRES IN ITS RESOLUTION 21, SHALL COUNT AGAINST THIS
CEILING, THE PRESENT AUTHORIZATION IS GRANTED FOR A
38 MONTH PERIOD, IT SUPERSEDES, FOR THE AMOUNTS
UNUSED, ANY AND ALL EARLIER DELEGATION'S TO THE SAME
EFFECT; AND TO DECIDES TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF THE
BENEFICIARIES OF THE STOCK SUBSCRIPTION OPTIONS; AND
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.23: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
REDUCE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS, BY
CANCELLING 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; ?AUTHORITY EXPIRES AT 18 MONTH PERIOD?
IT SUPERSEDES THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING OF 15 MAY 2007 IN ITS RESOLUTION
11; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #E.24: AMEND THE ARTICLE NUMBER 18 OF THE BY ISSUER YES FOR FOR
LAWS
PROPOSAL #E.25: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BOMBARDIER INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/4/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. LAURENT BEAUDOIN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT MR. PIERRE BEAUDOIN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT MR. ANDRE BERARD AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT MR. J.R. ANDRE BOMBARDIER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.5: ELECT MR. JANINE BOMBARDIER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.6: ELECT MR. L. DENIS DESAUTELS AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.7: ELECT MR. JEAN-LOUIS FONTAINE AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.8: ELECT MR. JANE F. GARVEY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT MR. DANIEL JOHNSON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT MR. JEAN C. MONTY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT MR. ANDRE NAVARRI AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT MR. CARLOS E. REPRESAS AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.13: ELECT MR. JEAN-PIERRE ROSSO AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.14: ELECT MR. HEINRICH WEISS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.: APPROVE THE ERNST YOUNG LLP AS THE ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #3.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO INCREASE DIVIDENDS FOR LONGER-
TERM SHAREHOLDERS
PROPOSAL #4.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE LIMIT VOTING RIGHTS FOR SHORTER-
TERM SHAREHOLDERS
PROPOSAL #5.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE PAYMENT INTO EMPLOYEE PENSION
FUND IN THE EVENT OF A MERGER
PROPOSAL #6.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES ABSTAIN AGAINST
PROPOSAL: APPROVE TO INCREASE NUMBER OF WOMEN DIRECTORS
PROPOSAL #7.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO DISCLOSE RATIO BETWEEN SENIOR
EXECUTIVE AND AVERAGE EMPLOYEE COMPENSATION
PROPOSAL #8.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE OBTAIN SHAREHOLDER PRE-APPROVAL
FOR THE EXECUTIVE COMPENSATION POLICY AND THE DIRECTOR
FEES
PROPOSAL #9.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO RESTRICT EXECUTIVES AND THE
DIRECTORS EXERCISE OF OPTIONS
PROPOSAL #10.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE CUMULATIVE VOTING
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BP PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTOR'S ANNUAL REPORT AND ISSUER YES FOR FOR
ACCOUNTS
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES ABSTAIN AGAINST
PROPOSAL #3.: RE-ELECT MR. A BURGMANS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: RE-ELECT MRS. C.B. CARROLL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.: RE-ELECT SIR WILLIAM CASTELL AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #6.: RE-ELECT MR. I.C. CONN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: RE-ELECT MR. G. DAVID AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8.: RE-ELECT MR. E.B. DAVIS, JR. AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #9.: RE-ELECT MR. D.J. FLINT AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10.: RE-ELECT DR. B.E. GROTE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11.: RE-ELECT DR. A.B. HAYWARD AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12.: RE-ELECT MR. A.G. INGLIS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13.: RE-ELECT DR. D.S. JULIUS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14.: RE-ELECT SIR TOM MCKILLOP AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #15.: RE-ELECT SIR IAN PROSER AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #16.: RE-ELECT MR. P.D. SUTHERLAND AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #17.: RE-APPOINT ERNST AND YOUNG LLP AS THE ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE THE BOARD TO FIXTHEIR
REMUNERATION
PROPOSAL #S.18: ADOPT NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
PROPOSAL #S.19: APPROVE TO GIVE LIMITED AUTHORITY FOR ISSUER YES FOR FOR
THE PURCHASE OF ITS OWN SHARES BY THE COMPANY
PROPOSAL #20.: APPROVE TO GIVE LIMITED AUTHORITY TO ISSUER YES FOR FOR
ALLOT SHARES UP TO A SPECIFIED AMOUNT
PROPOSAL #S.21: APPROVE TO GIVE AUTHORITY TO ALLOT A ISSUER YES FOR FOR
LIMITED NUMBER OF SHARES FOR CASH FREE OF PRE-EMPTION
RIGHTS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRITISH AMERICAN TOBACCO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE 2007 FINANCIAL STATEMENTS ISSUER YES FOR FOR
AND STATUTORY REPORTS
PROPOSAL #2.: APPROVE THE 2007 REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 47.60 PENCE ISSUER YES FOR FOR
PER ORDINARY SHARE FOR 2007
PROPOSAL #4.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
THE AUDITORS OF THE COMPANY
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO AGREE THE ISSUER YES FOR FOR
AUDITORS REMUNERATION
PROPOSAL #6.a: RE-APPOINT MR. JAN DU PLESSIS AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #6.b: RE-APPOINT MR. ANA MARIA LLOPIS AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #6.c: RE-APPOINT MR. ANTHONY RUYS AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #7.a: RE-APPOINT MR. KAREN DE SEGUNDO AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #7.b: RE-APPOINT MR. NICANDRO DURANTE AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #7.c: RE-APPOINT MR. CHRISTINE MORIN-POSTEL ISSUER YES FOR FOR
AS A DIRECTOR
PROPOSAL #7.d: RE-APPOINT MR. BEN STEVENS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, TO ISSUE OF ISSUER YES FOR FOR
EQUITY OR EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE
RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP
168,168,576
PROPOSAL #S.9: AUTHORIZE THE DIRECTOR, TO ISSUE THE ISSUER YES FOR FOR
EQUITY OR EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE
RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP
PROPOSAL #10.: APPROVE THE WAIVER OF OFFER OBLIGATION ISSUER YES FOR FOR
PROPOSAL #S.11: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR FOR
PURCHASE OF 201,800,000 ORDINARY SHARES OF ITS OWN
SHARES
PROPOSAL #S.12: ADOPT THE NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRITISH ENERGY GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/19/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL REPORT AND ACCOUNTS ISSUER YES FOR N/A
FOR THE YE 31 MAR 2007
PROPOSAL #2.: RE-APPOINT SIR ROBERT WALMSLEY AS A ISSUER YES FOR N/A
DIRECTOR, PURSUANT TO SECTIONS 293 AND 379 OF THE
COMPANIES ACT 1985 ?THE ACT?
PROPOSAL #3.: RE-APPOINT MR. STEPHEN BILLINGHAM AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #4.: RE-APPOINT MR. PASCAL COLOMBANI AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: RE-APPOINT MR. JOHN DELUCCA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: 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 #7.: AUTHORIZE THE AUDIT COMMITTEE TO FIX THE ISSUER YES FOR N/A
AUDITOR'S REMUNERATION
PROPOSAL #8.: DECLARE A FINAL DIVIDEND OF 13.6 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE OF THE COMPANY FOR THE YE 31 MAR
2007 WHICH SHALL BE PAYABLE ON 31 JUL 2007 TO
SHAREHOLDERS WHO ARE ON THE REGISTER OF MEMBERS AT THE
CLOSE OF BUSINESS ON 29 JUN 2007
PROPOSAL #9.: APPROVE THE REMUNERATION COMMITTEE ISSUER YES FOR N/A
REPORT CONTAINED WITHIN THE ANNUAL REPORT AND ACCOUNTS
FOR THE YE 31 MAR 2007
PROPOSAL #10.: APPROVE THAT THE RULES OF THE BRITISH ISSUER YES FOR N/A
ENERGY GROUP PLC PERFORMANCE SHARE PLAN?THE PSP?
PRODUCED IN DRAFT TO THIS MEETING AND THE PURPOSE OF
IDENTIFICATION, INITIALED BY THE CHAIRMAN AND
AUTHORIZE THE BOARD TO ADOPT THE PSP AND TO DO ALL
SUCH OTHER ACTS AND THINGS AS THEY MAY CONSIDER
APPROPRIATE TO IMPLEMENT THE PSP; AND ESTABLISH
FURTHER PLANS BASED ON THE PSP BUT MODIFIED TO TAKE
ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES
LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY SHARES
MADE AVAILABLE UNDER SUCH FURTHER PLANS ARE TREATED
AS COUNTING AGAINST THE LIMITS ON INDIVIDUAL OR
OVERALL PARTICIPATION IN THE PSP
PROPOSAL #S.11: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION BY DELETING THE ARTICLES 17 (2), (3), (4),
(5), (6), (7), (8), (9), (10), (11), (12) AND (13) AS
SPECIFIED AND BY DELETING THE ARTICLES 129 AND 130 AS
SPECIFIED
PROPOSAL #12.: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 80 OF THE ACT AND ARTICLE7 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, TO ALLOT RELEVANT
SECURITIES ?WITHIN THE MEANING OF THAT SECTION? UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 19,028,000;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE AGM OF THE COMPANY IN 2008 OR 19 OCT 2008?; AND
THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE
EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.13: AUTHORIZE THE DIRECTORS, SUBJECT TO ISSUER YES FOR N/A
THE PASSING OF RESOLUTION 12 AND IN ACCORDANCE WITH
SECTION 95 OF THE ACT AND ARTICLE 8 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, TO ALLOT EQUITY SECURITIES
?SECTION 94(2) OF THE ACT? FOR CASH, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS ?SECTION 89(1) OF THE
ACT?, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: I) IN CONNECTION WITH
A RIGHTS ISSUE ?AS DEFINED IN ARTICLE 8 OF THE
COMPANY'S ARTICLES OF ASSOCIATION?; II) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 2,883,000 CALCULATED,
IN THE CASE OF EQUITY SECURITIES WHICH ARE RIGHTS TO
SUBSCRIBE FOR OR TO CONVERT SECURITIES INTO, RELEVANT
SHARES ?SECTION 94(5) OF THE ACT?; ?AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2008 OR 19 OCT 2008?; 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.14: APPROVE TO REDUCE THE SHARE PREMIUM ISSUER YES FOR N/A
ACCOUNT OF THE COMPANY BY GBP 2,295 MILLION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRITISH SKY BROADCASTING GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/2/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS FOR THE ISSUER YES FOR FOR
YE 30 JUN 2007, TOGETHER WITH THE REPORT OF THE
DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND FOR THE YE 30 ISSUER YES FOR FOR
JUN 2007
PROPOSAL #3.: RE-APPOINT MR. JEREMY DARROCH AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #4.: RE-APPOINT MR. ANDREW HIGGINSON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #5.: RE-APPOINT MS. GAIL REBUCK AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.: RE-APPOINT LORD ROTHSCHILD AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: RE-APPOINT MR. DAVID F. DEVOE AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #8.: RE-APPOINT MR. RUPERT MURDOCH AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #9.: RE-APPOINT MR. ARTHUR SISKIND AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #10.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE THE DIRECTORS TO AGREE THEIR
REMUNERATION
PROPOSAL #11.: APPROVE THE REPORT ON DIRECTORS ISSUER YES FOR FOR
REMUNERATION FOR THE YE 30 JUN 2007
PROPOSAL #12.: AUTHORIZE THE COMPANY AND ALL COMPANIES ISSUER YES ABSTAIN AGAINST
THAT ARE SUBSIDIARIES OF THE COMPANY AT THE TIME AT
WHICH THIS RESOLUTION IS PASSED OR AT ANY TIME DURING
THE PERIOD FOR WHICH THIS RESOLUTION HAS EFFECT, IN
ACCORDANCE WITH SECTIONS 366 AND 367 OF THE COMPANIES
ACT 2006 ?THE 2006 ACT? TO: A) MAKE POLITICAL
DONATIONS TO POLITICAL PARTIES OR INDEPENDENT ELECTION
CANDIDATES, AS DEFINED IN SECTIONS 363 AND 364 OF THE
2006 ACT, NOT EXCEEDING GBP 100,000 IN TOTAL; B) MAKE
POLITICAL DONATIONS TO POLITICAL ORGANIZATIONS OTHER
THAN POLITICAL PARTIES, AS DEFINED IN SECTIONS 363 AND
364 OF THE 2006 ACT, NOT EXCEEDING GBP 100,000 IN
TOTAL; AND C) INCUR POLITICAL EXPENDITURE, AS DEFINED
IN SECTION 365 OF THE 2006 ACT, NOT EXCEEDING GBP
100,000 IN TOTAL; ?AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE AGM OF THE COMPANY IN 2008 OR 31
DEC 2008?; PROVIDED THAT THE AUTHORIZED SUM REFERRED
TO IN PARAGRAPHS (A), (B) AND (C) ABOVE MAY BE
COMPRISED OF ONE OR MORE AMOUNTS IN DIFFERENT
CURRENCIES WHICH, FOR THE PURPOSES OF CALCULATING THE
SAID SUM, SHALL BE CONVERTED INTO POUNDS STERLING AT
THE EXCHANGE RATE PUBLISHED IN THE LONDON EDITION OF
THE FINANCIAL TIMES ON THE DAY WHICH THE RELEVANT
DONATION IS MADE OR EXPENDITURE INCURRED ?OR THE 1ST
BUSINESS DAY THEREAFTER?
PROPOSAL #13.: AUTHORIZE THE DIRECTORS, PURSUANT TO AN ISSUER YES FOR FOR
DIN ACCORDANCE WITH SECTION 80 OF THECOMPANIES ACT
1985 AS AMENDED ?THE 1985 ACT?, TO ALLOT RELEVANT
SECURITIES UP TO AN MAXIMUM NOMINAL AMOUNT OF GBP
289,000,000 ?33% OF THE NOMINAL ISSUED ORDINARY SHARE
CAPITAL OF THE COMPANY?; ?AUTHORITY EXPIRES AT THE
CONCLUSION OF THE AGM OF THE COMPANY NEXT YEAR?; 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.14: AUTHORIZE THE DIRECTORS, SUBJECT TO ISSUER YES FOR FOR
THE PASSING OF RESOLUTION 13 AND PURSUANTTO 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 13, 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; B)
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 43,500,000
?5% OF THE NOMINAL ISSUED SHARE CAPITAL OF THE
COMPANY?; AND THE DIRECTORS MAY ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
PROPOSAL #S.15: APPROVE AND ADOPT THE ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION OF THE COMPANY, AS SPECIFIED, AS THE NEW
ARTICLES OF ASSOCIATION OF THE COMPANY IN SUBSTITUTION
FOR, AND TO THE EXCLUSION OF, THE EXISTING ARTICLES
OF ASSOCIATION, WITH EFFECT FROM THE CONCLUSION OF THE
2007 AGM
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BUMIPUTRA-COMMERCE HOLDINGS BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE AUDITED FINANCIAL ISSUER YES FOR FOR
STATEMENTS FOR THE YE 31 DEC 2007 ANDTHE REPORTS OF
THE DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 25 SEN LESS ISSUER YES FOR FOR
INCOME TAX OF 26% FOR THE YE 31 DEC 2007 PAYABLE ON 30
MAY 2008 TO SHAREHOLDERS REGISTERED IN THE COMPANY'S
BOOKS AT THE CLOSE OF BUSINESS ON 20 MAY 2008
PROPOSAL #3.: RE-ELECT TAN SRI DATO MD NOR MD YUSOF ISSUER YES FOR FOR
AS A DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-ELECT DATO NAZIR RAZAK AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT DATO MOHD SHUKRI HUSSIN AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. HIROYUKI KUDO AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #7.: APPROVE THE PAYMENT OF DIRECTORS FEES ISSUER YES FOR FOR
AMOUNTING TO MYR 90,000 PER DIRECTOR PER ANNUM IN
RESPECT OF THE YE 31 DEC 2007
PROPOSAL #8.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY AND AUTHORIZE THE BOARD OF
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #9.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR FOR
SECTION 132D OF THE COMPANIES ACT, 1965,TO ISSUE
SHARES IN THE COMPANY AT ANY TIME UNTIL THE CONCLUSION
OF THE NEXT AGM AND UPON SUCH TERMS AND CONDITIONS
AND FOR SUCH PURPOSES AS THE DIRECTORS MAY IN THEIR
ABSOLUTE DISCRETION DEEM FIT PROVIDED THAT THE
AGGREGATE NUMBER OF SHARES TO BE ISSUED DOES NOT
EXCEED 10% OF THE ISSUED SHARE CAPITAL OF THE COMPANY
FOR THE TIME BEING, SUBJECT ALWAYS TO THE APPROVAL OF
ALL THE RELEVANT REGULATORY BODIES BEING OBTAINED FOR
SUCH ALLOTMENT AND ISSUE
PROPOSAL #10.: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR FOR
COMPANIES ACT, 1965 ?AS MAY BE AMENDED,MODIFIED OR RE-
ENACTED FROM TIME TO TIME?, THE COMPANY'S ARTICLES OF
ASSOCIATION AND THE REQUIREMENTS OF THE BURSA MALAYSIA
SECURITIES BERHAD ?BURSA SECURITIES? AND APPROVALS OF
ALL RELEVANT GOVERNMENTAL AND/OR REGULATORY
AUTHORITIES, TO PURCHASE SUCH NUMBER OF ORDINARY
SHARES OF MYR 1.00 EACH IN THE COMPANY ?PROPOSED
SHARES BUY-BACK? AS MAY BE DETERMINED BY THE BOARD OF
DIRECTORS OF THE COMPANY FROM TIME TO TIME THROUGH
BURSA SECURITIES UPON SUCH TERMS AND CONDITIONS AS THE
BOARD OF DIRECTORS MAY DEEM FIT AND EXPEDIENT IN THE
INTEREST OF THE COMPANY PROVIDED THAT THE AGGREGATE
NUMBER OF ORDINARY SHARES PURCHASED AND/OR HELD
PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 10% OF THE
TOTAL ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY
AT ANY POINT IN TIME AND AN AMOUNT NOT EXCEEDING THE
TOTAL RETAINED PROFITS OF APPROXIMATELY MYR 1,335.3
MILLION AND/OR SHARE PREMIUM ACCOUNT OF APPROXIMATELY
MYR 5,174.2 MILLION OF THE COMPANY BASED ON THE
AUDITED FINANCIAL STATEMENTS FOR THE FYE 31 DEC 2007
BE ALLOCATED BY THE COMPANY FOR THE PROPOSED SHARES
BUY-BACK AND THAT THE ORDINARY SHARES OF THE COMPANY
TO BE PURCHASED ARE TO BE CANCELLED AND/OR RETAINED AS
TREASURY SHARES AND SUBSEQUENTLY BE CANCELLED,
DISTRIBUTED AS DIVIDENDS OR RE-SOLD ON BURSA
SECURITIES; AND AUTHORIZE THE BOARD OF DIRECTORS OF
THE COMPANY TO DO ALL ACTS AND THINGS TO GIVE EFFECT
TO THE PROPOSED SHARES BUY-BACK; ?AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF BCHB
IN 2009 OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM AFTER THAT DATE IS REQUIRED BY LAW TO BE
HELD?
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BUZZI UNICEM SPA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT AT 31 ISSUER NO N/A N/A
DEC 2007; RECEIVE THE REPORT ABOUT MANAGEMENT; REPORT
OF THE BOARD OF AUDITORS ABOUT THE FY 2007; RELATIVE
DELIBERATIONS
PROPOSAL #2.: APPROVE THE DELIBERATIONS ABOUT THE ISSUER NO N/A N/A
PURCHASE AND DISPOSAL OF OWN SHARES ACCORDING TO
ARTICLE 2357 AND 2357-TER OF CIVIL CODE
PROPOSAL #3.: APPOINT THE BOARD OF DIRECTORS, BY ISSUER NO N/A N/A
DETERMINING THE NUMBER OF MEMBERS AND APPROVE TO
DETERMINE RELATIVE REMUNERATIONS
PROPOSAL #4.: APPOINT THE BOARD OF AUDITORS AND ISSUER NO N/A N/A
APPROVE TO DETERMINE THE RELATIVE REMUNERATIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CADBURY SCHWEPPES PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR FOR
FOR THE YE 31 DEC 2007 AND RECEIVE THE REPORTS OF THE
DIRECTORS AND THE AUDITORS
PROPOSAL #2.: DECLARE THE RECOMMENDED FINAL DIVIDEND ISSUER YES FOR FOR
OF 10.5 PENCE PER ORDINARY SHARE PAYABLE ON 16 MAY
2008 TO HOLDERS OF ORDINARY SHARES REGISTERED AT THE
CLOSE OF BUSINESS ON 01 MAY 2008
PROPOSAL #3.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT CONTAINED IN THE 2007 ANNUAL REPORT AND ACCOUNTS
PROPOSAL #4.: RE-APPOINT MR. WOLFGANG BERNDT AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #5.: RE-APPOINT LORD PATTEN AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #6.: RE-APPOINT MR. BOB STACK AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #7.: RE-APPOINT MR. GUY ELLIOTT AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY WHO WAS APPOINTED BY THE BOARD SINCE
THE LAST AGM
PROPOSAL #8.: RE-APPOINT MR. ELLEN MARRAM AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY WHO WAS APPOINTED BYTHE BOARD
SINCE THE LAST AGM
PROPOSAL #9.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT AGM AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPANY
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO DETERMINE ISSUER YES FOR FOR
THE REMUNERATION OF THE AUDITORS
PROPOSAL #11.: AUTHORIZE THE DIRECTORS, TO ALLOT ISSUER YES FOR FOR
RELEVANT SECURITIES ?SECTION 80 OF THE COMPANIES ACT
1985? UP TO A MAXIMUM AGGREGATE NOMINAL AMOUNT OF GBP
87,100,490; ?AUTHORITY EXPIRES AT THE CONCLUSION OF
THE 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.12: AUTHORIZE THE DIRECTORS, TO ALLOT ISSUER YES FOR FOR
EQUITY SECURITIES ?SECTION 94 OF THE COMPANIES ACT
1985?, FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY
RESOLUTION 11 WHERE SUCH ALLOTMENT CONSTITUTES AN
ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION
94(3A) OF THE COMPANIES ACT 1985, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) OF THE
COMPANIES ACT 1985 PROVIDED THAT THIS POWER IS LIMITED
TO THE ALLOTMENT OF EQUITY SECURITIES: I) IN
CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR ANY
OTHER PRE-EMPTIVE OFFER IN FAVOR OF ORDINARY SHARES OR
OTHER EQUITY SECURITIES ?EXCLUDING ANY HOLDER HOLDING
SHARES AS TREASURY SHARES?; AND II) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 13,197,043 ?5% OF THE
ISSUED SHARE CAPITAL?; ?AUTHORITY EXPIRES AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY?; AND THE
DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.13: AUTHORIZE THE COMPANY, PURSUANT TO AND ISSUER YES FOR FOR
IN ACCORDANCE WITH SECTION 166(1) OF THE COMPANIES
ACT 1985, TO MAKE MARKET PURCHASES ?SECTION 163(3) OF
THE COMPANIES ACT 1985? OF ITS OWN ORDINARY SHARES
UPON AND SUBJECT TO THE FOLLOWING CONDITIONS: I) THE
MAXIMUM NUMBER OF SUCH ORDINARY SHARES IN THE COMPANY
HAS A TOTAL NOMINAL VALUE OF GBP 26,394,087; II) THE
MINIMUM PRICE, EXCLUSIVE OF EXPENSES, WHICH MAY BE
PAID FOR EACH ORDINARY SHARE IS AN AMOUNT EQUAL TO THE
NOMINAL VALUE OF EACH SUCH ORDINARY SHARE; III) THE
MAXIMUM PRICE, EXCLUSIVE OF EXPENSES, WHICH MAY BE
PAID FOR ANY SUCH ORDINARY SHARE IS AN AMOUNT EQUAL TO
105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR THE
ORDINARY SHARES IN THE COMPANY DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; ?AUTHORITY EXPIRES 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: CADBURY SCHWEPPES PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE, THE PURPOSE OF GIVING EFFECT ISSUER YES FOR FOR
TO THE SCHEME OF ARRANGEMENT DATED 19 MAR 2008 IN ITS
ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION,
ADDITION OR CONDITION APPROVED OR IMPOSED BY THE COURT
?THE SCHEME? PROPOSED TO BE MADE BETWEEN THE COMPANY
AND THE SCHEME SHAREOWNERS ?AS SPECIFIED?: I) TO
REDUCE THE SHARE CAPITAL OF THE COMPANY BY CANCELLING
AND EXTINGUISHING THE SCHEME SHARES ?AS SPECIFIED?;
II) FORTHWITH AND CONTINGENTLY UPON THE REDUCTION OF
CAPITAL OF THIS RESOLUTION TAKING EFFECT: (A) TO
INCREASE THE AUTHORIZED SHARE CAPITAL OF THE COMPANY
TO ITS FORMER AMOUNT BY THE CREATION OF SUCH NUMBER OF
NEW CADBURY SCHWEPPES ORDINARY SHARES AS SHALL BE
EQUAL TO THE AGGREGATE NOMINAL AMOUNT OF THE SCHEME
SHARES CANCELLED TO THIS RESOLUTION; AND (B) THE
COMPANY SHALL APPLY THE CREDIT ARISING IN ITS BOOKS OF
ACCOUNT AS A RESULT OF SUCH REDUCTION OF CAPITAL IN
PAYING UP IN FULL AT PAR THE NUMBER OF NEW CADBURY
SCHWEPPES ORDINARY SHARES CREATED PURSUANT TO THIS
RESOLUTION AND SHALL ALLOT AND ISSUE THE SAME,
CREDITED AS FULLY PAID, TO CADBURY PLC ?AS SPECIFIED?
AND/OR ITS NOMINEE(S); AND AUTHORIZE THE DIRECTORS OF
THE COMPANY, FORTHWITH AND CONTINGENTLY UPON THE
REDUCTION OF CAPITAL TO THIS RESOLUTION TAKING EFFECT,
FOR THE PURPOSES OF SECTION 80 OF THE COMPANIES ACT
1985, TO ALLOT AND ISSUE SUCH NEW CADBURY SCHWEPPES
ORDINARY SHARES OF THIS RESOLUTION PROVIDED THAT (A)
THE MAXIMUM AGGREGATE NOMINAL AMOUNT OF THE SHARES
WHICH MAY BE ALLOTTED AND ISSUED HEREUNDER SHALL BE
GBP 87,100,490; ?AUTHORITY SHALL EXPIRE AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY?; AND THIS
AUTHORITY SHALL BE WITHOUT PREJUDICE AND IN ADDITION
TO ANY SUBSISTING AUTHORITY CONFERRED ON THE DIRECTORS
OF THE COMPANY PURSUANT TO THE SAID SECTION 80; AND
AUTHORIZE THE COMPANY, PRIOR TO THE REDUCTION OF
CAPITAL REFEREED TO THIS RESOLUTION TAKING EFFECT, TO
ISSUE AND ALLOT ONE NEW DEFERRED SHARE TO CADBURY PLC;
AND AMEND, WITH EFFECT FROM THE PASSING OF THIS
RESOLUTION, THE ARTICLES OF ASSOCIATION OF THE COMPANY
BY THE ADOPTION AND INCLUSION OF THE NEW ARTICLE 4A
AS SPECIFIED
PROPOSAL #S.2: APPROVE, SUBJECT TO THE PASSING OF THE ISSUER YES FOR FOR
RESOLUTION 1 CONVENING THIS MEETING, THE DEMERGER OF
AMERICAS BEVERAGES ?AS SPECIFIED?, AND AUTHORIZE THE
DIRECTORS ?OR A DULY AUTHORIZED COMMITTEE OF THE
DIRECTORS? TO CARRY THE SAME INTO EFFECT ?WITH SUCH
NON-MATERIAL AMENDMENTS AS THEY SHALL DEEM NECESSARY
OR APPROPRIATE? AND IN CONNECTION THEREWITH: AND TO DO
OR PROCURE TO BE DONE ALL SUCH ACTS AND THINGS ON
BEHALF OF THE COMPANY AND ANY OF ITS SUBSIDIARIES AS
THEY CONSIDER NECESSARY OR EXPEDIENT FOR THE PURPOSE
OF GIVING EFFECT TO THE DEMERGER; AND ENTRY INTO THE
DEMERGER AGREEMENTS ?AS SPECIFIED? AND TO CARRY THE
SAME INTO EFFECT WITH ALL SUCH NON-MATERIAL AMENDMENTS
AS THEY SHALL DEEM NECESSARY OR APPROPRIATE
PROPOSAL #S.3: APPROVE THE PROPOSED REDUCTION OF ISSUER YES FOR FOR
CAPITAL OF CADBURY PLC APPROVEED AT A GENERAL MEETING
BY A SPECIAL RESOLUTION OF THE SHAREHOLDERS OF CADBURY
PLC TO IMPLEMENT THE CADBURY PLC REDUCTION OF CAPITAL
?AS SPECIFIED?
PROPOSAL #4.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR FOR
SUBJECT TO AND CONDITIONAL UPON THE RESOLUTIONS 1 AND
2, ?OR A DULY AUTHORIZED COMMITTEE OF THE DIRECTORS?
TO MAKE SUCH AMENDMENTS TO THE CADBURY SCHWEPPES LONG
TERM INCENTIVE PLAN 2004, THE CADBURY SCHWEPPES BONUS
SHARE RETENTION PLAN, THE CADBURY SCHWEPPES SHARE
OPTION PLAN 2004, THE CADBURY SCHWEPPES ?(NEW ISSUE?
SHARE OPTION PLAN 2004 AND THE CADBURY SCHWEPPES
INTERNATIONAL SHARE AWARD PLAN AS ARE NECESSARY OR
DESIRABLE TO GIVE EFFECT TO THE PROPOSED TREATMENT OF
THE PARTICIPANTS IN THOSE PLANS, AS SPECIFIED
PROPOSAL #5.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR FOR
THE RESOLUTION 1, THE ESTABLISHMENT BY CADBURY PLC OF
THE CADBURY PLC 2008 SHARE OPTION PLAN, THE CADBURY
PLC 2008 LONG TERM INCENTIVE PLAN, THE CADBURY PLC
2008 BONUS SHARE RETENTION PLAN AND THE CADBURY PLC
2008 INTERNATIONAL SHARE AWARD PLAN, THE PRINCIPAL
TERMS, AS SPECIFIED
PROPOSAL #6.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR FOR
THE RESOLUTION 1, THE ESTABLISHMENT BY CADBURY PLC OF
THE CADBURY PLC 2008 SAVINGS RELATED SHARE OPTION
SCHEME, THE CADBURY PLC 2008 IRISH SAVINGS RELATED
SHARE OPTION SCHEME, THE CADBURY PLC 2008 IRISH AVC
SAVINGS RELATED SHARE OPTION SCHEME, THE CADBURY PLC
2008 INTERNATIONAL SAVINGS RELATED SHARE OPTION
SCHEME, THE CADBURY PLC 2008 US EMPLOYEES SHARE OPTION
PLAN, THE CADBURY PLC 2008 AMERICAS EMPLOYEES SHARE
OPTION PLAN, THE CADBURY PLC 2008 ASIA PACIFIC
EMPLOYEE SHARE ACQUISITION PLAN, THE CHOICES 2008
SHARE INCENTIVE PLAN AND THE CADBURY PLC 2008 IRISH
EMPLOYEE SHARE SCHEME, THE PRINCIPAL TERMS, AS
SPECIFIED
PROPOSAL #7.: AUTHORIZE THE DIRECTORS OF CADBURY PLC, ISSUER YES FOR FOR
SUBJECT TO AND CONDITIONAL UPON THE RESOLUTION 1, TO
ESTABLISH EMPLOYEE SHARE SCHEMES IN ADDITION TO THOSE
MENTIONED IN THE RESOLUTIONS 5 AND 6 ?THE SCHEMES? FOR
THE BENEFIT OF THE OVERSEAS EMPLOYEES OF CADBURY PLC
AND ITS SUBSIDIARIES PROVIDED THAT SUCH ADDITIONAL
SCHEMES OPERATE WITHIN THE EQUITY DILUTION LIMITS
APPLICABLE TO THE SCHEMES AND ?SAVE TO THE EXTENT
NECESSARY OR DESIRABLE TO TAKE ACCOUNT OF OVERSEAS
TAX, SECURITIES AND EXCHANGE CONTROL LAWS? SUCH
ADDITIONAL SCHEMES DO NOT CONFER UPON PARTICIPANTS
BENEFITS WHICH ARE GREATER THAN THOSE WHICH COULD BE
OBTAINED FROM THE SCHEMES AND THAT, ONCE SUCH
ADDITIONAL SCHEMES HAVE BEEN ESTABLISHED, THEY MAY NOT
BE AMENDED WITHOUT THE APPROVAL OF THE CADBURY PLC
SHAREOWNERS IF SUCH APPROVAL WOULD BE REQUIRED TO
AMEND THE CORRESPONDING PROVISIONS OF THE SCHEMES
PROPOSAL #8.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR FOR
THE RESOLUTIONS 1 AND 5, THE PROPOSED INCREASE IN THE
MAXIMUM VALUE OF AN ANNUAL AWARD UNDER THE CADBURY
PLC 2008 LONG TERM INCENTIVE PLAN TO 300% OF BASIC PAY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CADBURY SCHWEPPES PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, ?WITH OR WITHOUT MODIFICATION?, ISSUER YES FOR FOR
A SCHEME OF ARRANGEMENT ?THE SCHEME?PROPOSED TO BE
MADE BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS
?AS DEFINED IN THE SCHEME?
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CANADIAN IMPERIAL BANK OF COMMERCE CIBC, TORONTO ON
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPOINT THE AUDITORS ISSUER YES FOR FOR
PROPOSAL #2.1: ELECT MR. BRENT S. BELZBERG AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.2: ELECT MRS. JALYNN H. BENNETT AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.3: ELECT MR. GARY F. COLTER AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT MR. WILLIAM L. DUKE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT MR. IVAN E.H. DUVAR AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: ELECT MR. WILLIAM A .ETHERINGTON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.7: ELECT MR. GORDON D. GIFFIN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: ELECT MS. LINDA S. HASENFRATZ AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.9: ELECT MR. JOHN S. LACEY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: ELECT MR. NICHOLAS D. LE PAN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.11: ELECT MR. JOHN P. MANLEY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.12: ELECT MR. GERALD T. MCCAUGHEY AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.13: ELECT MR. ROBERT J. STEACY AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.14: ELECT MR. RONALD W. TYSOE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.15: ELECT MRS. LESLIE RAHL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.16: ELECT MR. CHARLES SIROIS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.17: ELECT MR. STEPHEN G. SNYDER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.A: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: RATIFY THE REPORT OF THE MANAGEMENT
RESOURCES AND COMPENSATION COMMITTEE; AS SPECIFIED
PROPOSAL #3.B: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE CIBC ENCOURAGE SHAREHOLDER
LOYALTY BY ADDING A 10% HIKE TO THE DIVIDENDS NORMALLY
PAID OUT ON SHARES HELD FOR MORE THAN 2 YEARS; AS
SPECIFIED
PROPOSAL #3.C: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE SHAREHOLDER VOTING RIGHTS BE
CONFERRED AFTER A MINIMUM HOLDING PERIOD OF 1 YEAR; AS
SPECIFIED
PROPOSAL #3.D: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE CIBC BYLAWS PROVIDE, IN THE
EVENT OF A MERGER OR ACQUISITION, FOR PAYING INTO THE
EMPLOYEE PENSION FUND AN AMOUNT EQUAL TO TWICE THE
BONUSES AND COMPENSATION BENEFITS PAID TO THE
EXECUTIVES AND THE DIRECTORS; AS SPECIFIED
PROPOSAL #3.E: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES ABSTAIN AGAINST
PROPOSAL: APPROVE THAT THERE SHOULD BETHE SAME NUMBER
OF MEN AND WOMEN ON THE CIBC BOARD OF DIRECTORS, 3
YEARS FROM THE ADOPTION OF THIS PROPOSAL; AS SPECIFIED
PROPOSAL #3.F: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE ANNUAL REPORT AND THE MANAGEMENT
PROXY CIRCULAR DISCLOSE THE EQUITY RATIO BETWEEN THE
TOTAL COMPENSATION OF THE HIGHEST PAID EXECUTIVES OF
CIBC INCLUDING ANNUAL SALARY, BONUSES, GRATUITIES,
PAYMENTS UNDER LONG-TERM PREMIUM PROGRAMS AND ANY
OTHER FORM OF COMPENSATION AND THAT OF AVERAGE
EMPLOYEE COMPENSATION; AS SPECIFIED
PROPOSAL #3.G: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE COMPENSATION POLICY OF THE 5
MOST SENIOR EXECUTIVES OF CIBC BE PREVIOUSLY ADOPTED
BY SHAREHOLDERS, AS WELL AS THE FEES OF MEMBERS OF THE
BOARD OF DIRECTORS; AS SPECIFIED
PROPOSAL #3.H: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE CIBC REGULATE THE EXERCISING OF
OPTIONS ALLOCATED TO THE SENIOR EXECUTIVES AND THE
DIRECTORS OF OUR COMPANIES, STIPULATING THAT SUCH
OPTIONS MAY NOT BE EXERCISED BEFORE THE END OF THE
MANDATES; AS SPECIFIED
PROPOSAL #3.I: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE STRONG CONCERNS EXPRESSED BY
MANY OBSERVES AND REGULATORS WITH RESPECT TO THE
EFFECTS OF HEDGE FUNDS AND SUBPRIME MORTGAGES ON THE
STABILITY OF THE FINANCIAL SYSTEM, IT IS PROPOSED THAT
THE BANK DISCLOSE INFORMATION ON ITS DIRECT OR
INDIRECT PARTICIPATION IN THIS TYPE OF ACTIVITY; AS
SPECIFIED
PROPOSAL #3.J: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: AMEND THE BYLAWS TO INSTALL A MECHANISM OF
CUMULATIVE VOTING TO ELECT MEMBERS OF THE BOARD OF
DIRECTORS; AS SPECIFIED
PROPOSAL #3.K: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO CHOOSE THE CANDIDATES FOR THE
DIRECTOR, CIBC'S NOMINATING COMMITTEE MUST GIVE FIRST
PRIORITY TO THE NOMINEES ABILITY TO EFFECTIVELY
REPRESENT THE INTERESTS OF SHAREHOLDERS; AS SPECIFIED
PROPOSAL #3.L: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE COMPENSATION PROGRAMS FOR SENIOR
EXECUTIVES IN THE PAST DECADE SHALL BE RE-EXAMINED TO
ENSURE THAT THEY FULLY COMPLIED WITH ONTARIO
SECURITIES COMMISSION REGULATIONS; AS SPECIFIED
PROPOSAL #3.M: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THAT THIS BANK SHALL, AS SOON AS
PRACTICAL, IMPLEMENT A SYSTEM OF SENIOR EXECUTIVE
COMPENSATION THAT SHIFTS THE LARGEST PART OF
COMPENSATION FROM DIRECT PERSONAL PAYMENTS INTO
CHARITABLE FUNDS DIRECTED BY THE APPROPRIATE
EXECUTIVES AFTER RETIREMENT; AS SPECIFIED
PROPOSAL #3.N: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THAT ANY DIRECTOR WHO FAILS TO
RECEIVE A MAJORITY OF FOR VOTES FROM SHAREHOLDERS
PARTICIPATING IN PERSON OR BY PROXY AT THE ANNUAL
MEETING MUST RESIGN, AND RESIGNATION MUST TAKE EFFECT
UNCONDITIONALLY; AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CANON INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR FOR
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.13: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.14: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.15: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.16: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.17: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.18: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.19: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.20: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.21: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.22: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.23: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.24: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.25: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #4: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR FOR
FOR DIRECTORS AND CORPORATEAUDITORS
PROPOSAL #5: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR FOR
PROPOSAL #6: ALLOW BOARD TO AUTHORIZE USE OF STOCK ISSUER YES FOR FOR
OPTIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARLSBERG AS (FORMERLY UNITED BREWERIES CARLSBERG-TUBORG AS DE FORENEDE
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/10/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT ON THE ACTIVITIES OF ISSUER YES ABSTAIN AGAINST
THE COMPANY IN THE PAST YEAR
PROPOSAL #2.: APPROVE THE AUDITED ANNUAL REPORT AND ISSUER YES ABSTAIN AGAINST
GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND THE
EXECUTIVE BOARD FROM THEIR OBLIGATIONS
PROPOSAL #3.: APPROVE THE DISTRIBUTION OF THE PROFIT ISSUER YES ABSTAIN AGAINST
FOR THE YEAR, INCLUDING DECLARATION OFTHE DIVIDENDS
PROPOSAL #4.: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES ABSTAIN AGAINST
CARLSBERG A/S, WITH REFERENCE TO SECTION 48 OF THE
DANISH PUBLIC COMPANIES ACT, TO ACQUIRE TREASURY
SHARES AT A NOMINAL VALUE OF UP TO 10% OF THE NOMINAL
SHARE CAPITAL AT THE PRICE QUOTED ON THE COPENHAGEN
STOCK EXCHANGE AT THE TIME OF ACQUISITION WITH A
DEVIATION OF UP TO 10%; ?AUTHORITY EXPIRES AT THE END
OF NEXT AGM?
PROPOSAL #5.a: GRANT AUTHORITY TO INCREASE THE SHARE ISSUER YES ABSTAIN AGAINST
CAPITAL OF THE COMPANY ISSUED TO THE BOARD OF
DIRECTORS IN ARTICLE 8?1? OF THE ARTICLES OF
ASSOCIATION BY DKK 3,104,313,600 TO DKK 3,200,000,000;
AMEND THE ARTICLE 8(1-3) OF THE ARTICLES OF
ASSOCIATION AS SPECIFIED
PROPOSAL #5.b: AMEND THE ARTICLES 15(1) AND 18 OF THE ISSUER YES ABSTAIN AGAINST
ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #5.c: AMEND THE ARTICLE 20(1) OF THE ARTICLES ISSUER YES ABSTAIN AGAINST
OF ASSOCIATION AS SPECIFIED
PROPOSAL #5.d: APPROVE TO STIPULATE THE SPECIFIED ISSUER YES ABSTAIN AGAINST
GUIDELINES CONCERNING INCENTIVE PROGRAMMESFOR THE
EXECUTIVE BOARD AND TO INCLUDE A NEW PROVISION IN
ARTICLE 30(4) OF ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #6.: RE-ELECT PROFESSOR D.SC. FLEMMING ISSUER YES ABSTAIN AGAINST
BESENBACHER, PROFESSOR. D. PHIL PER OHRGAARD,
PROFESSOR. D. PHIL. AXEL MICHELSEN AS THE MEMBERS OF
THE BOARD OF DIRECTORS AND ELECT THE MANAGING DIRECTOR
MR. JESS SODERBERG AS A NEW MEMBER OF BOARD OF
DIRECTORS
PROPOSAL #7.: ELECT KPMG C. JESPERSEN STATSAUTORISERET ISSUER YES ABSTAIN AGAINST
REVISIONSPARTNERSELSKAB, STATE-AUTHORISED PUBLIC
ACCOUNTANT, TO AUDIT THE ACCOUNTS FOR THE CURRENT YEAR
PROPOSAL #8.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES ABSTAIN AGAINST
CARRY OUT ANY SUCH CHANGES AND AMENDMENTSIN THE
MATERIAL APPROVED, IN THE ARTICLES OF ASSOCIATION AND
IN OTHER RELATIONS WHICH THE DANISH COMMERCE AND
COMPANIES AGENCY MAY REQUIRE IN ORDER TO REGISTER THE
MATERIAL APPROVED AT THE AGM
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARREFOUR SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER YES FOR FOR
COMMITTEE, THE SUPERVISORY BOARD AND THEAUDITORS,
APPROVE THE FINANCIAL STATEMENTS FOR THE YE 2007 AS
PRESENTED ACCORDINGLY, THE SHAREHOLDERS MEETING GIVES
PERMANENT DISCHARGE TO THE EXECUTIVE COMMITTEE FOR
THE PERFORMANCE OF THEIR DUTIES DURING THE SAID FY
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER YES FOR FOR
COMMITTEE, THE SUPERVISORY BOARD AND THEAUDITORS,
APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE
SAID FY IN THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: APPROVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON THE AGREEMENTS GOVERNED BY THE ARTICLES L.
225.90.1 OF THE FRENCH COMMERCIAL CODE; THE SAID
REPORT AND THE DISPOSITION FORESEEN BY THE SUPERVISORY
BOARD REGARDING MR. JOSE LOUIS DURAN; THE CHAIRMAN OF
THE EXECUTIVE COMMITTEE
PROPOSAL #O.4: APPROVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON THE AGREEMENTS GOVERNED BY THE ARTICLES L.
225.90.1 OF THE FRENCH COMMERCIAL CODE; THE SAID
REPORT AND THE DISPOSITION FORESEEN BY THE SUPERVISORY
BOARD REGARDING MR. GILLES PETIT, THE MEMBER OF THE
EXECUTIVE COMMITTEE
PROPOSAL #O.5: APPROVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON THE AGREEMENTS GOVERNED BY THE ARTICLES L.
225.90.1 OF THE FRENCH COMMERCIAL CODE; THE SAID
REPORT AND THE DISPOSITION FORESEEN BY THE SUPERVISORY
BOARD REGARDING MR. GUY YRAETA, THE MEMBER OF THE
EXECUTIVE COMMITTEE
PROPOSAL #O.6: APPROVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON THE AGREEMENTS GOVERNED BY THE ARTICLES L.
225.90.1 OF THE FRENCH COMMERCIAL CODE; THE SAID
REPORT AND THE DISPOSITION FORESEEN BY THE SUPERVISORY
BOARD REGARDING MR. THIERRY GARNIER, THE MEMBER OF
THE EXECUTIVE COMMITTEE
PROPOSAL #O.7: APPROVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON THE AGREEMENTS GOVERNED BY THE ARTICLES L.
225.90.1 OF THE FRENCH COMMERCIAL CODE, THE SAID
REPORT AND THE DISPOSITION FORESEEN BY THE SUPERVISORY
BOARD REGARDING MR. JAVIER COMPO, THE MEMBER OF THE
EXECUTIVE COMMITTEE
PROPOSAL #O.8: APPROVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON THE AGREEMENTS GOVERNED BY THE ARTICLES L.
225.90.1 OF THE FRENCH COMMERCIAL CODE, THE SAID
REPORT AND THE DISPOSITION FORESEEN BY THE SUPERVISORY
BOARD REGARDING MR. JOSE MARIA FOLACHE, THE MEMBER OF
THE EXECUTIVE COMMITTEE
PROPOSAL #O.9: APPROVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON THE AGREEMENTS GOVERNED BY ARTICLES L.
225.90.1 OF THE FRENCH COMMERCIAL CODE; THE SAID
REPORT AND THE DISPOSITION FORESEEN BY THE SUPERVISORY
BOARD REGARDING MR. JACQUES BAUCHET, THE MEMBER OF
THE EXECUTIVE COMMITTEE
PROPOSAL #O.10: APPROVES THE RECOMMENDATIONS OF THE ISSUER YES FOR FOR
EXECUTIVE COMMITTEE AND RESOLVES THAT THEINCOME FOR
THE FY BE APPROPRIATED AS FOLLOWS: INCOME FOR THE FY:
EUR 4,861,628,153.20 PREVIOUS RETAINED EARNINGS: EUR
360,625,087.72 DISTRIBUTABLE INCOME EUR
5,222,253,240.92 DIVIDENDS: EUR 761,294,933.28
RETAINED EARNINGS EUR 4,460,958,307.64 AND THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.08
PER SHARE, AND WILL ENTITLE TO THE 40% DEDUCTION
PROVIDED BY THE FRENCH TAX CODE, THIS DIVIDEND WILL BE
PAID ON 23 APR 2008 AS REQUIRED BY LAW, IT IS
REMINDED THAT FOR THE 3 FY THE DIVIDENDS PAID WERE AS
FOLLOWS: EUR 0.94 FOR FY 2004 EUR 1.00 FOR FY 2005 EUR
1.03 FOR FY 2006
PROPOSAL #O.11: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES AGAINST AGAINST
BUY BACK THE COMPANY'S SHARES ON THE OPEN MARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 65.00, MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED 10% OF THE SHARE CAPITAL, THE MAXIMUM
FUNDS INVESTED IN THE SHARE BUYBACKS: EUR
4,550,000,000.00; AND TO DELEGATE ALL POWERS TO
EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THIS
AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE SHARED HOLDERS MEETING OF
30 APR 2007 ?AUTHORITY AFTER18 MONTHS?;
PROPOSAL #E.12: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES FOR FOR
REDUCE THE SHARE CAPITAL, ON 1 OR MORE ACCESSIONS AND
AT ITS SOLE DISCRETION, BY CANCELING ALL OR PART OF
THE SHARES HELD BY THE COMPANY IN CONNECTION WITH THE
STOCK REPURCHASE PLAN AUTHORIZED BY RESOLUTION NUMBER
11 OF THE PRESENT MEETING AND OR BY CANCELING SHARES
ALREADY HELD BY THE COMPANY, UP TO A MAXIMUM 10% OF
THE SHARE CAPITAL OVER A 24 MONTH PERIOD; AND TO
DELEGATE ALL POWERS TO EXECUTIVE COMMITTEE TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THIS AUTHORIZATION SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE
SHARED HOLDERS MEETING OF 30 APR 2007; ?AUTHORITY
EXPIRES AFTER 18 MONTHS?
PROPOSAL #E.13: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS AND
AT ITS SOLE DISCRETION, BY IN FAVOR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE COMPANY WHO ARE THE MEMBERS
OF A COMPANY SAVINGS PLAN; FOR A NOMINAL AMOUNT THAT
SHALL NOT EXCEED EUR 29,000,000.00; TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR
OF HE EMPLOYEES OF ENTITIES DEFINED BY THE
SHAREHOLDERS MEETING; AND DELEGATES ALL POWERS TO THE
EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; ?AUTHORITY
EXPIRES AFTER 26 MONTHS?
PROPOSAL #E.14: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES AGAINST AGAINST
GRANT FOR FREE, ON 1 OR MORE OCCASIONS EXISTING OR
FUTURE SHARES, IN FAVOR OF EMPLOYEES AND CORPORATE
OFFICERS OF THE COMPANY AND RELATED COMPANIES, THEY
MAY NOT REPRESENT MORE THAN 0.2% OF THE SHARE CAPITAL;
TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS; AND TO DELEGATE ALL POWERS TO THE EXECUTIVE
COMMITTEE 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; ?AUTHORITY EXPIRES AFTER 38 MONTHS?
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA MOBILE LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR FOR
AND THE REPORTS OF THE DIRECTORS ANDTHE AUDITORS OF
THE COMPANY AND ITS SUBSIDIARIES FOR THE YE 31 DEC 2007
PROPOSAL #2.i: DECLARE AN ORDINARY FINAL DIVIDEND FOR ISSUER YES FOR FOR
THE YE 31 DEC 2007
PROPOSAL #2.ii: DECLARE A SPECIAL FINAL DIVIDEND FOR ISSUER YES FOR FOR
THE YE 31 DEC 2007
PROPOSAL #3.i: RE-ELECT MR. LU XIANGDONG AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.ii: RE-ELECT MR. XUE TAOHAI AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.iii: RE-ELECT MR. HUANG WENLIN AS A ISSUER YES AGAINST AGAINST
DIRECTOR
PROPOSAL #3.iv: RE-ELECT MR. XIN FANFEI AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.v: RE-ELECT MR. LO KA SHUI AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: RE-APPOINT MESSRS. KPMG AS THE AUDITORS ISSUER YES FOR FOR
AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS, TO PURCHASE ISSUER YES FOR FOR
SHARES OF HKD 0.10 EACH IN THE CAPITAL OF THE COMPANY
INCLUDING ANY FORM OF DEPOSITARY RECEIPT REPRESENTING
THE RIGHT TO RECEIVE SUCH SHARES ?SHARES? AND THE
AGGREGATE NOMINAL AMOUNT OF SHARES WHICH MAY BE
PURCHASED ON THE STOCK EXCHANGE OF HONG KONG LIMITED
OR ANY OTHER STOCK EXCHANGE ON WHICH SECURITIES OF THE
COMPANY MAY BE LISTED AND WHICH IS RECOGNIZED FOR
THIS PURPOSE BY THE SECURITIES AND FUTURES COMMISSION
OF HONG KONG AND THE STOCK EXCHANGE OF HONG KONG
LIMITED SHALL NOT EXCEED OR REPRESENT MORE THAN 10% OF
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF
THE COMPANY IN ISSUE AT THE DATE OF PASSING THIS
RESOLUTION, AND THE SAID APPROVAL SHALL BE LIMITED
ACCORDINGLY; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR WITHIN
WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW
TO BE HELD?
PROPOSAL #6.: AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE ISSUER YES AGAINST AGAINST
AND DEAL WITH ADDITIONAL SHARES IN THE COMPANY
?INCLUDING THE MAKING AND GRANTING OF OFFERS,
AGREEMENTS AND OPTIONS WHICH MIGHT REQUIRE SHARES TO
BE ALLOTTED, WHETHER DURING THE CONTINUANCE OF SUCH
MANDATE OR THEREAFTER? PROVIDED THAT, OTHERWISE THAN
PURSUANT TO I) A RIGHTS ISSUE WHERE SHARES ARE OFFERED
TO SHAREHOLDERS ON A FIXED RECORD DATE IN PROPORTION
TO THEIR THEN HOLDINGS OF SHARES; II) THE EXERCISE OF
OPTIONS GRANTED UNDER ANY SHARE OPTION SCHEME ADOPTED
BY THE COMPANY; OR III) ANY SCRIP DIVIDEND OR SIMILAR
ARRANGEMENT PROVIDING FOR THE ALLOTMENT OF SHARES IN
LIEU OF THE WHOLE OR PART OF A DIVIDEND IN ACCORDANCE
WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY, THE
AGGREGATE NOMINAL AMOUNT OF THE SHARES ALLOTTED SHALL
NOT EXCEED 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE
SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF
PASSING THIS RESOLUTION; ?IF THE DIRECTORS ARE SO
AUTHORIZED BY A SEPARATE ORDINARY RESOLUTION OF THE
SHAREHOLDERS OF THE COMPANY? THE NOMINAL AMOUNT OF THE
SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE
COMPANY SUBSEQUENT TO THE PASSING OF THIS RESOLUTION
?UP TO A MAXIMUM EQUIVALENT TO 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN
ISSUE AT THE DATE OF PASSING THIS RESOLUTION?;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR WITHIN WHICH THE NEXT
AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD?
PROPOSAL #7.: AUTHORIZE THE DIRECTORS, TO ISSUE, ALLOT ISSUER YES AGAINST AGAINST
AND DEAL WITH SHARES BY THE NUMBER OF SHARES
REPURCHASED UP TO 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE
DATE OF PASSING THIS RESOLUTION, AS SPECIFIED IN
RESOLUTION 6
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA NETCOM GROUP CORP HONG KONG LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/6/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE CONTINUING CONNECTED ISSUER YES FOR FOR
TRANSACTIONS CONTEMPLATED UNDER THE ENGINEERING AND
INFORMATION TECHNOLOGY SERVICES AGREEMENT 2008 - 2010,
AS SPECIFIED, TOGETHER WITH THE RELEVANT ANNUAL CAPS
AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO DO ALL
SUCH FURTHER ACTS AND THINGS AND EXECUTE SUCH 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 TERMS OF SUCH
CONTINUING CONNECTED TRANSACTIONS
PROPOSAL #2.: APPROVE THE CONTINUING CONNECTED ISSUER YES FOR FOR
TRANSACTIONS CONTEMPLATED UNDER THE
DOMESTICINTERCONNECTION SETTLEMENT AGREEMENT 2008 -
2010 AND THE INTERNATIONAL LONG DISTANCE VOICE
SERVICES SETTLEMENT AGREEMENT 2008 - 2010, AS
SPECIFIED AND FOR WHICH CONTINUING CONNECTED
TRANSACTIONS NO ANNUAL CAPS HAVE BEEN PROPOSED AND
AUTHORIZE THE DIRECTORS OF THE COMPANY TO DO ALL SUCH
FURTHER ACTS AND THINGS AND EXECUTE SUCH 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 TERMS OF SUCH
CONTINUING CONNECTED TRANSACTIONS
PROPOSAL #S.3: APPROVE THE AMENDMENTS TO THE ARTICLES ISSUER YES FOR FOR
OF ASSOCIATION OF THE COMPANY AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA NETCOM GROUP CORP HONG KONG LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS FOR THE ISSUER YES FOR FOR
YE 31 DEC 2007 AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS
PROPOSAL #2.: DECLARE THE FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR FOR
DEC 2007
PROPOSAL #3.I: RE-ELECT MR. ZHANG CHUNJIANG AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.II: RE-ELECT MS. LI JIANGUO AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.III: RE-ELECT MR. ZHANG XIAOTIE AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.IV: RE-ELECT MR. CESAREO ALIERTA IZUEL AS ISSUER YES FOR FOR
A DIRECTOR
PROPOSAL #3.V: RE-ELECT MR. JOHN LAWSON THORNTON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #4.: RE-APPOINT MESSRS. ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS AS THE AUDITORS AND AUTHORIZE
THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO PURCHASE ISSUER YES FOR FOR
SHARES OF USD 0.04 EACH IN THE CAPITAL OFTHE COMPANY
INCLUDING ANY FORM OF DEPOSITARY RECEIPT REPRESENTING
THE RIGHT TO RECEIVE SUCH SHARES ?SHARES? DURING THE
RELEVANT PERIOD, THE AGGREGATE NOMINAL AMOUNT OF
SHARES WHICH MAY BE PURCHASED ON THE STOCK EXCHANGE OF
HONG KONG LIMITED OR ANY OTHER STOCK EXCHANGE ON
WHICH SECURITIES OF THE COMPANY MAY BE LISTED AND
WHICH IS RECOGNIZED FOR THIS PURPOSE BY THE SECURITIES
AND FUTURES COMMISSION OF HONG KONG AND THE STOCK
EXCHANGE OF HONG KONG LIMITED PURSUANT TO THE SAID
APPROVAL, NOT EXCEEDING OR REPRESENTING MORE THAN 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMPANY IN ISSUE AT THE DATE OF PASSING THIS
RESOLUTION, AND THE SAID APPROVAL SHALL BE LIMITED
ACCORDINGLY; ?AUTHORITY EXPIRES THE EARLIER THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE
EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF
THE COMPANY IS REQUIRED BY LAW TO BE HELD?
PROPOSAL #6.: AUTHORIZE THE DIRECTORS, TO ALLOT, ISSUE ISSUER YES AGAINST AGAINST
AND DEAL WITH ADDITIONAL SHARES IN THE COMPANY
?INCLUDING THE MAKING AND GRANTING OF OFFERS,
AGREEMENTS AND OPTIONS WHICH MIGHT REQUIRE SHARES TO
BE ALLOTTED, WHETHER DURING THE CONTINUANCE OF SUCH
MANDATE OR THEREAFTER? PROVIDED THAT, THE AGGREGATE
NOMINAL AMOUNT OF THE SHARES ALLOTTED NOT EXCEEDING
THE AGGREGATE OF: A) 20% OF THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT
THE DATE OF PASSING THIS RESOLUTION; PLUS B) ?IF THE
DIRECTORS ARE SO AUTHORIZED BY A SEPARATE ORDINARY
RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY? THE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY
REPURCHASED BY THE COMPANY SUBSEQUENT TO THE PASSING
OF THIS RESOLUTION ?UP TO A MAXIMUM EQUIVALENT TO 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMPANY IN ISSUE AT THE DATE OF PASSING THIS
RESOLUTION?, OTHERWISE THAN PURSUANT TO: I) A RIGHTS
ISSUE WHERE SHARES ARE OFFERED TO SHAREHOLDERS ON A
FIXED RECORD DATE IN PROPORTION TO THEIR THEN HOLDINGS
OF SHARES; II) THE EXERCISE OF OPTIONS GRANTED UNDER
ANY SHARE OPTION SCHEME ADOPTED BY THE COMPANY; OR
III) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT
PROVIDING FOR THE ALLOTMENT OF SHARES IN LIEU OF THE
WHOLE OR PART OF A DIVIDEND IN ACCORDANCE WITH THE
ARTICLES OF ASSOCIATION OF THE COMPANY; ?AUTHORITY
EXPIRES THE EARLIER 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 #7.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES AGAINST AGAINST
REFERRED TO IN THE RESOLUTION 6 IN RESPECT OF THE
SHARE CAPITAL OF THE COMPANY REFERRED TO IN RESOLUTION
6 AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA PETE & CHEM CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/15/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1.1: APPROVE THE ISSUANCE SIZE ISSUER YES FOR FOR
PROPOSAL #S.1.2: APPROVE THE ISSUANCE PRICE ISSUER YES FOR FOR
PROPOSAL #S.1.3: APPROVE THE ISSUANCE TARGET, METHOD ISSUER YES FOR FOR
OF ISSUANCE AND ARRANGEMENT OF SALE TO EXISTING
SHAREHOLDERS
PROPOSAL #S.1.4: APPROVE THE TERM OF THE BONDS ISSUER YES FOR FOR
PROPOSAL #S.1.5: APPROVE THE INTEREST RATE OF THE ISSUER YES FOR FOR
BONDS WITH WARRANTS
PROPOSAL #S.1.6: APPROVE THE TERM AND METHOD OF ISSUER YES FOR FOR
REPAYMENT FOR PRINCIPAL AND INTEREST
PROPOSAL #S.1.7: APPROVE THE TERM OF REDEMPTION ISSUER YES FOR FOR
PROPOSAL #S.1.8: APPROVE THE GUARANTEE ISSUER YES FOR FOR
PROPOSAL #S.1.9: APPROVE THE TERM OF THE WARRANTS ISSUER YES FOR FOR
PROPOSAL #S1.10: APPROVE THE CONVERSION PERIOD OF THE ISSUER YES FOR FOR
WARRANTS
PROPOSAL #S1.11: APPROVE THE PROPORTION OF EXERCISE ISSUER YES FOR FOR
RIGHTS FOR THE WARRANTS
PROPOSAL #S1.12: APPROVE THE EXERCISE PRICE OF THE ISSUER YES FOR FOR
WARRANTS
PROPOSAL #S1.13: APPROVE THE ADJUSTMENT OF THE ISSUER YES FOR FOR
EXERCISE PRICE OF THE WARRANTS
PROPOSAL #S1.14: APPROVE THE USE OF PROCEEDS FROM THE ISSUER YES FOR FOR
PROPOSED ISSUANCE
PROPOSAL #S1.15: APPROVE THE VALIDITY OF THE RESOLUTION ISSUER YES FOR FOR
PROPOSAL #S1.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
COMPLETE THE SPECIFIC MATTERS OF THE PROPOSED ISSUANCE
PROPOSAL #2.: APPROVE THE FEASIBILITY OF THE PROJECTS ISSUER YES FOR FOR
TO BE INVESTED WITH THE PROCEEDS FROMTHE PROPOSED
ISSUANCE
PROPOSAL #3.: APPROVE THE DESCRIPTION PREPARED BY THE ISSUER YES FOR FOR
BOARD OF DIRECTORS ON THE USE OF PROCEEDS FROM THE
PREVIOUS ISSUANCE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA PETROLEUM & CHEMICAL CORP SINOPEC
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/10/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MR. SU SHULIN AS A DIRECTOR OF THE ISSUER YES FOR N/A
THIRD SESSION OF THE BOARD OF SINOPEC CORPORATION
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ISSUER: CHINA PETROLEUM & CHEMICAL CORP SINOPEC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORT OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS OF SINOPEC CORPORATION FOR THE YE 31 DEC 2007
PROPOSAL #2.: APPROVE THE REPORT OF THE SUPERVISORY ISSUER YES FOR FOR
BOARD OF SINOPEC CORPORATION FOR THE YE31 DEC 2007
PROPOSAL #3.: APPROVE THE AUDITED FINANCIAL REPORT AND ISSUER YES FOR FOR
CONSOLIDATED FINANCIAL REPORT OF SINOPEC CORPORATION
FOR THE YE 31 DEC 2007
PROPOSAL #4.: APPROVE THE PROFIT DISTRIBUTION PLAN AND ISSUER YES FOR FOR
DISTRIBUTION OF FINAL DIVIDEND OF SINOPEC CORPORATION
FOR THE YE 31 DEC 2007
PROPOSAL #5.: APPROVE THE RE-APPOINTMENT OF KPMG ISSUER YES FOR FOR
HUAZHEN AND KPMG AS THE DOMESTIC AND OVERSEAS AUDITORS
OF SINOPEC CORP. FOR THE YEAR 2008, RESPECTIVELY, AND
TO AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE
THEIR REMUNERATIONS
PROPOSAL #6.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
DETERMINE THE INTERIM PROFIT DISTRIBUTIONPLAN OF
SINOPEC CORP. FOR 2008
PROPOSAL #S.7: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES AGAINST AGAINST
SINOPEC CORPORATION A GENERAL MANDATE TO ISSUE NEW
SHARES: IN ORDER TO GRANT DISCRETION TO THE BOARD OF
DIRECTORS ON THE FLEXIBILITY OF ISSUANCE OF NEW
SHARES, TO OBTAIN A GENERAL MANDATE FROM SHAREHOLDERS;
UNDER THE GENERAL MANDATE, TO ALLOT, ISSUE AND DEAL
WITH SHARES NOT EXCEEDING 20% OF THE EXISTING DOMESTIC
LISTED SHARES AND OVERSEAS LISTED FOREIGN SHARES OF
SINOPEC CORPORATION HOWEVER, NOTWITHSTANDING THE
OBTAINING OF THE GENERAL MANDATE, ANY ISSUE OF
DOMESTIC SHARES NEEDS SHAREHOLDERS; APPROVAL AT
SHAREHOLDERS; MEETING IN ACCORDANCE WITH THE RELEVANT
PRC LAWS AND REGULATIONS IT IS RESOLVED AS FOLLOW:
SUBJECT TO PARAGRAPHS AND PURSUANT TO THE COMPANY LAW
(THE COMPANY LAW? OF THE PEOPLES REPUBLIC OF CHINA
(THE PRC) AND THE LISTING RULES OF THE RELEVANT STOCK
EXCHANGES (AS AMENDED FROM TIME TO TIME), THE EXERCISE
BY THE BOARD OF DIRECTORS OF SINOPEC CORPORATION OF
ALL THE POWERS OF SINOPEC CORPORATION GRANTED BY THE
GENERAL AND UNCONDITIONAL MANDATE TO ALLOT, ISSUE AND
DEAL WITH SHARES DURING THE RELEVANT PERIOD AND TO
DETERMINE THE TERMS AND CONDITIONS FOR THE ALLOTMENT
AND ISSUE OF NEW SHARES INCLUDING THE FOLLOWING TERMS:
(A) CLASS AND NUMBER OF NEW SHARES TO BE ISSUED; (B)
PRICE DETERMINATION METHOD OF NEW SHARES AND/OR ISSUE
PRICE (INCLUDING PRICE RANGE); (C) THE STARTING AND
CLOSING DATES FOR THE ISSUE; (D) CLASS AND NUMBER OF
THE NEW SHARES TO BE ISSUED TO EXISTING SHAREHOLDERS;
AND (E) THE MAKING OR GRANTING OF OFFERS, AGREEMENTS
AND OPTIONS WHICH MIGHT REQUIRE THE EXERCISE OF SUCH
POWERS; (2) THE APPROVAL IN PARAGRAPH (1) TO MAKE OR
GRANT OFFERS, AGREEMENTS AND OPTIONS WHICH WOULD OR
MIGHT REQUIRE THE EXERCISE OF SUCH POWERS AFTER THE
END OF THE RELEVANT PERIOD.; (3) THE AGGREGATE NOMINAL
AMOUNT OF NEW DOMESTIC LISTED SHARES AND NEW OVERSEAS
LISTED FOREIGN SHARES ALLOTTED, ISSUED AND DEALT WITH
OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE
ALLOTTED, ISSUED AND DEALT WITH (WHETHER PURSUANT TO
AN OPTION OR OTHERWISE) BY THE BOARD OF DIRECTORS OF
SINOPEC CORPORATION PURSUANT TO THE APPROVAL IN
PARAGRAPH (1), OTHERWISE THAN PURSUANT TO ISSUE OF
SHARES BY CONVERSION OF THE SURPLUS RESERVE INTO SHARE
CAPITAL IN ACCORDANCE WITH THE COMPANY LAW OF THE PRC
AND THE ARTICLES OF ASSOCIATION OF SINOPEC
CORPORATION, SHALL NOT EXCEED 20% OF EACH CLASS OF THE
EXISTING DOMESTIC LISTED SHARES AND OVERSEAS LISTED
FOREIGN SHARES OF SINOPEC CORPORATION (4) IN
EXERCISING THE POWERS GRANTED IN PARAGRAPH (1), THE
BOARD OF DIRECTORS OF SINOPEC CORPORATION MUST (I)
COMPLY WITH THE COMPANY LAW OF THE PRC AND THE
RELEVANT REGULATORY STIPULATIONS (AS AMENDED FROM TIME
TO TIME) OF THE PLACES WHERE SINOPEC CORPORATION IS
LISTED; AND (II) OBTAIN APPROVAL FROM CHINA SECURITIES
REGULATORY COMMISSION AND OTHER RELEVANT PRC
GOVERNMENT DEPARTMENTS (6) THE BOARD OF DIRECTORS OF
SINOPEC CORPORATION, SUBJECT TO THE APPROVAL OF THE
RELEVANT AUTHORITIES OF THE PRC AND IN ACCORDANCE WITH
THE COMPANY LAW OF THE PRC, TO INCREASE THE
REGISTERED CAPITAL OF SINOPEC CORPORATION TO THE
PROPOSAL #S.8: APPROVE THE RESOLUTION REGARDING THE ISSUER YES FOR FOR
ISSUE OF DOMESTIC CORPORATE BONDS IN PRINCIPAL AMOUNT
NOT EXCEEDING RMB 20 BILLION WITHIN 24 MONTHS AFTER
THE DATE OF SUCH RESOLUTION PASSED AT AGM AS SPECIFIED
PROPOSAL #S.9: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
DEAL WITH ALL MATTERS IN CONNECTION WITH THE ISSUE OF
DOMESTIC CORPORATE BONDS AS SPECIFIED
PROPOSAL #S.10: APPROVE THE RESOLUTION REGARDING THE ISSUER YES FOR FOR
AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF SINOPEC
CORPORATION ACCORDING TO THE PREVAILING MARKET
CONDITIONS AND THE NEEDS FOR FURTHER DEVELOPMENT OF
THE BUSINESS OF SINOPEC CORPORATION, IT IS PROPOSED TO
AMEND THE RELEVANT PROVISIONS RELATING TO THE
BUSINESS SCOPE OF SINOPEC CORPORATION IN ARTICLE 12 OF
ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #S.11: AUTHORIZE THE SECRETARY TO THE BOARD ISSUER YES FOR FOR
TO MAKE FURTHER NECESSARY AMENDMENTS TO THE WORDING OR
SEQUENCE OF THE REVISED BUSINESS SCOPE MENTIONED IN
RESOLUTION 10 ABOVE BASED ON THE REQUIREMENTS OF THE
APPROVAL AUTHORITIES AND THE ADMINISTRATION FOR
INDUSTRY AND COMMERCE
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ISSUER: CHINA SHENHUA ENERGY COMPANY LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/16/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS OF THE COMPANY FOR THE YE 31 DEC2007
PROPOSAL #2.: RECEIVE THE REPORT OF THE BOARD OF ISSUER YES FOR FOR
SUPERVISORS OF THE COMPANY FOR THE YE 31 DEC 2007
PROPOSAL #3.: APPROVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR FOR
OF THE COMPANY FOR THE YE 31 DEC 2007
PROPOSAL #4.: APPROVE THE COMPANY'S PROFIT ISSUER YES FOR FOR
DISTRIBUTION PLAN FOR THE YE 31 DEC 2007
PROPOSAL #5.: APPROVE THE REMUNERATION OF THE ISSUER YES FOR FOR
DIRECTORS AND THE SUPERVISORS OF THE COMPANY IN 2007
PROPOSAL #6.: RE-APPOINT KPMG HUAZHEN AND KPMG AS THE ISSUER YES FOR FOR
PRC AND INTERNATIONAL AUDITORS RESPECTIVELY OF THE
COMPANY FOR 2008; AND AUTHORIZE THE COMMITTEE
APPOINTED BY THE BOARD COMPRISING MESSRS. CHEN BITING
AND LING WEN, ALL BEING DIRECTORS OF THE COMPANY, TO
DETERMINE THEIR REMUNERATION
PROPOSAL #7.: APPROVE THE AMENDMENTS TO THE CONNECTED ISSUER YES AGAINST AGAINST
TRANSACTION DECISION SYSTEM OF CHINASHENHUA ENERGY
COMPANY LIMITED
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ISSUER: CHINA STEEL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/19/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: REPORT ON THE OPERATIONS OF 2007 ISSUER NO N/A N/A
PROPOSAL #1.2: REPORT ON SUPERVISORS REVIEW OF THE ISSUER NO N/A N/A
FINALIZED FINANCIAL STATEMENTS OF 2007
PROPOSAL #1.3: REPORT ON THE REVISION OF RULES ISSUER NO N/A N/A
GOVERNING THE CONDUCT OF THE BOARD OF DIRECTORS
PROPOSAL #2.1: APPROVE THE 2007 BUSINESS REPORT AND ISSUER YES FOR FOR
FINANCIAL STATEMENTS
PROPOSAL #2.2: APPROVE THE DISTRIBUTION OF 2007 ISSUER YES FOR FOR
PROFITS ?CASH DIVIDEND TWD 3.5 PER SHARE, STOCK
DIVIDEND 30 SHARES PER 1,000 SHARES FROM RETAIN
EARNINGS SUBJECT TO 20% WITHHOLDING TAX?
PROPOSAL #3.1: APPROVE THE CAPITALIZATION OF 2007 ISSUER YES FOR FOR
DIVIDENDS SHARING
PROPOSAL #3.2: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR FOR
PROPOSAL #3.3: APPROVE THE EXCHANGE OF SHARES OF CHINA ISSUER YES FOR FOR
STEEL CORPORATION AND DRAGON STEEL CORPORATION
PROPOSAL #3.4: APPROVE TO ISSUE NEW SHARES FOR ISSUER YES FOR FOR
EXCHANGING SHARES OF DRAGON STEEL CORPORATION
PROPOSAL #3.5: APPROVE THE AMENDMENTS TO RULES ISSUER YES FOR FOR
GOVERNING THE CONDUCT OF THE SHAREHOLDERS MEETING
PROPOSAL #3.6: APPROVE THE AMENDMENTS TO THE ISSUER YES FOR FOR
PROCEDURES FOR ACQUISITION OR DISPOSAL OF ASSETS
PROPOSAL #3.7: APPROVE THE REMOVAL OF THE PROHIBITION ISSUER YES FOR FOR
AGAINST THE HOLDINGS OF THE SAME OR SIMILAR POSITIONS
IN CHUNG HUNG STEEL CORPORATION AND ETC; FOR CHAIRMAN
OF BOARD OF DIRECTORS MR. WEN-YUAN LIN
PROPOSAL #4.: EXTEMPORARY MOTIONS ISSUER NO N/A N/A
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ISSUER: CHINA STEEL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/19/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE 2007 BUSINESS REPORT AND ISSUER YES FOR FOR
FINANCIAL STATEMENTS, AS SPECIFIED
PROPOSAL #2.: APPROVE THE DISTRIBUTION OF 2007 ISSUER YES FOR FOR
PROFITS, AS SPECIFIED
PROPOSAL #3.: APPROVE THE CAPITALIZATION OF 2007 ISSUER YES FOR FOR
DIVIDEND SHARING, AS SPECIFIED
PROPOSAL #4.: AMEND THE ARTICLES OF INCORPORATION, AS ISSUER YES FOR FOR
SPECIFIED
PROPOSAL #5.: APPROVE TO EXCHANGE THE SHARES OF CHINA ISSUER YES FOR FOR
STEEL CORPORATION AND DRAGON STEEL CORPORATION, AS
SPECIFIED
PROPOSAL #6.: APPROVE THE NEW SHARES ISSUE FOR ISSUER YES FOR FOR
EXCHANGING SHARES OF DRAGON STEEL CORPORATION, AS
SPECIFIED
PROPOSAL #7.: AMEND THE RULES GOVERNING THE CONDUCT OF ISSUER YES FOR FOR
THE SHAREHOLDERS MEETING, AS SPECIFIED
PROPOSAL #8.: AMEND THE PROCEDURES FOR ACQUISITION OR ISSUER YES FOR FOR
DISPOSAL OF ASSETS, AS SPECIFIED
PROPOSAL #9.: APPROVE THE REMOVAL OF THE PROHIBITION ISSUER YES FOR FOR
AGAINST THE HOLDINGS OF SAME OR SIMILAR POSITIONS IN
CHUNG HUNG STEEL CORPORATION AND ETC. FOR CHAIRMAN OF
BOARD OF DIRECTORS, MR. WEN-YUAN LIN, AS SPECIFIED
PROPOSAL #10.: OTHER MATTERS FOR DISCUSSION AND ISSUER NO N/A N/A
PROVISIONAL MOTIONS
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ISSUER: CIE GENERALE DES ETABLISSEMENTS MICHELIN SA, CLERMONT-FERRAND
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/16/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVAL OF THE FINANCIAL STATEMENTS ISSUER YES FOR FOR
FOR FY 2007.
PROPOSAL #O.2: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF EUR 1.60 PER SHARE.
PROPOSAL #O.3: APPROVAL OF THE CONSOLIDATED ACCOUNTS ISSUER YES FOR FOR
FOR FY 2007.
PROPOSAL #O.4: APPROVE THE SPECIAL AUDITORS REPORT ISSUER YES FOR FOR
REGARDING REGULATED AGREEMENTS.
PROPOSAL #O.5: RE-ELECT MR. BENOIT POTIER AS A ISSUER YES FOR FOR
SUPERVISORY BOARD MEMBER.
PROPOSAL #O.6: RE-ELECT MR. PIERRE MICHELIN AS A ISSUER YES FOR FOR
SUPERVISORY BOARD MEMBER.
PROPOSAL #O.7: RE-ELECT MR. LOUIS GALLOIS AS A ISSUER YES FOR FOR
SUPERVISORY BOARD MEMBER
PROPOSAL #O.8: RE-ELECT MS. BARBARA DALIBARD AS A ISSUER YES FOR FOR
SUPERVISORY BOARD MEMBER.
PROPOSAL #O.9: AUTHORIZATION FOR THE COMPANY TO TRADE ISSUER YES FOR FOR
IN ITS OWN SHARES AS PART OF A SHARE BUYBACK PROGRAM.
PROPOSAL #O.10: AUTHORIZE THE ISSUANCE OF ISSUER YES FOR FOR
BONDS/DEBENTURES IN THE AGGREGATE VALUE OF EUR 1
BILLION.
PROPOSAL #E.11: INCREASE OF THE COMPANY'S CAPITAL BY ISSUER YES FOR FOR
THE ISSUANCE OF ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO CAPITAL WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS
BEING MAINTAINED.
PROPOSAL #E.12: INCREASE OF THE COMPANY'S CAPITAL BY ISSUER YES FOR FOR
THE ISSUANCE OF ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO CAPITAL WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS
BEING CANCELED AND CREATION OF A PRIORITY PERIOD.
PROPOSAL #E.13: AUTHORIZATION GIVEN TO THE MANAGING ISSUER YES FOR FOR
PARTNERS TO INCREASE THE AMOUNT OF SHARESTO BE ISSUED
IN CASE OF SURPLUS DEMAND WITHIN THE FRAMEWORK OF
CAPITAL INCREASES PURSUANT TO THE 11TH AND 12TH
RESOLUTIONS.
PROPOSAL #E.14: AUTHORIZATION GIVEN TO THE MANAGING ISSUER YES FOR FOR
PARTNERS TO DETERMINE THE ISSUING PRICE OF ORDINARY
SHARES OR ANY OTHER SECURITIES GIVING ACCESS TO
CAPITAL, IN THE EVENT OF THE CANCELLATION OF THE
SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION RIGHTS, CAPPED
AT 10% PER FINANCIAL YEAR OF THE COMPANY'S CAPTIAL.
PROPOSAL #E.15: AUTHORIZE THE CAPITALIZATION OF ISSUER YES FOR FOR
RESERVES OF UP TO EUR 80 MILLION FOR BONUS ISSUE OR
APPROVE TO INCREASE IN PAR VALUE OF EXISTING SHARES OR
A COMBINATION OF THE TWO.
PROPOSAL #E.16: AUTHORIZATION GIVEN TO THE MANAGING ISSUER YES FOR FOR
PARTNERS TO INCREASE THE COMPANY'S CAPITAL BY ISSUING,
WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, ORDINARY
SHARES USED TO REMUNERATE SHARE CONTRIBUTIONS IN THE
EVENT OF PUBLIC EXCHANGE OFFERINGS OR CONTRIBUTIONS IN
KIND.
PROPOSAL #E.17: ISSUANCE OF SECURITIES GIVING ACCESS ISSUER YES FOR FOR
TO DEBT INSTRUMENTS THAT DO NOT GIVE ACCESS TO CAPITAL.
PROPOSAL #E.18: AUTHORIZATION GIVEN FOR 38 MONTHS TO ISSUER YES FOR FOR
THE MANAGING PARTNERS TO GRANT FREE NEW OR EXISTING
SHARES RESERVED TO COMPANY AND GROUP SUBSIDIARY
EMPLOYEES.
PROPOSAL #E.19: CAPITAL INCREASES RESERVED TO ISSUER YES FOR FOR
EMPLAYEES HAVING SUBSCRIBED A GROUP SAVINGS SCHEME.
PROPOSAL #E.20: CAPPING OF THE GLOBAL NIOMINAL AMOUNT ISSUER YES FOR FOR
OF CAPITAL INCREASES AND BOND OR DEBT ISSUES.
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ISSUER: COMMERZBANK AG, FRANKFURT
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND THE REPORT PURSUANT TO
SECTIONS 289?4? AND 315?4? OF THE GERMAN COMMERCIAL
CODE AS WELL AS THE CORPORATE GOVERNANCE REMUNERATION
REPORT
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTION PROFIT OF EUR 657,168,541AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE
EXECUTIVE DIVIDEND AND PAYABLE DATE: 16 MAY 2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER NO N/A N/A
THE MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.: APPOINTMENT OF THE AUDITORS FOR THE ISSUER NO N/A N/A
AUDIT OF THE YE FINANCIAL STATEMENTS FOR THE COMPANY
AND THE GROUP AND THE REVIEW OF THE INTERIM FINANCIAL
STATEMENTS FOR THE 2008 FY: PRICEWATERHOUSECOOPERS AG,
FRANKFURT
PROPOSAL #6.: APPOINTMENT OF THE AUDITORS FOR THE ISSUER NO N/A N/A
REVIEW OF THE INTERIM FINANCIAL STATEMENTS FOR THE
FIRST QUARTER OF THE 2009 FY: PRICEWATERHOUSECOOPERS
AG, FRANKFURT
PROPOSAL #7.: ELECTIONS TO THE SUPERVISORY BOARD: MR. ISSUER NO N/A N/A
DOTT. SERGIO BALBINOT, DR. BURCKHARD BERGMANN, DR.
ING. OTTO HAPPEL, PROF. DR. ING. HANS-PETER KEITEL,
MR. FRIEDRICH LUERSSEN, PROF. H.C. ?CHN? DR. RER. OEC.
U. MIDDELMANN, MR. KLAUS-PETER MUELLER, MR. KLAUS
MUELLER-GEBEL, DR. MARCUS SCHENK, DR. ING. E.H.
HEINRICH WEISS, AND ELECTION OF SUBSTITUTE BOARD
MEMBERS: DR. THOMAS KREMER, DR. CHRISTIAN RAU
PROPOSAL #8.: AUTHORIZATION TO ACQUIRE OWN SHARES FOR ISSUER NO N/A N/A
TRADING PURPOSES; THE COMPANY SHALL BE AUTHORIZED TO
ACQUIRE AND SELL OWN SHARES, AT PRICES NOT DEVIATING
MORE THAN 10% FROM THEIR AVERAGE MARKET PRICE, ON OR
BEFORE 31 OCT 2009; THE TRADING PORTFOLIO OF SHARES
ACQUIRED FOR THIS PURPOSE SHALL NOT EXCEED 5% OF THE
SHARE CAPITAL AT THE END OF ANY GIVEN DAY
PROPOSAL #9.: AUTHORIZATION TO ACQUIRE OWN SHARES FOR ISSUER NO N/A N/A
PURPOSES OTHER THAN TRADING; THE COMPANY SHALL BE
AUTHORIZED TO ACQUIRE OWN SHARES OF UP TO 10% OF ITS
SHARE CAPITAL, AT PRICES NOT DEVIATING MORE THAN 10%
FROM THEIR AVERAGE MARKET PRICE, ON OR BEFORE 31 OCT
2009; THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED TO SELL THE SHARES ON THE STOCK EXCHANGE OR
BY WAY OF A RIGHTS OFFERING, TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR A RIGHTS
OFFERING IF THEY ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, OR IF THEY ARE USED FOR
ACQUISITION PURPOSES; THE BOARD OF MANAGING DIRECTORS
SHALL ALSO BE AUTHORIZED TO OFFER THE SHARES TO
HOLDERS OF OPTION AND CONVERSION RIGHTS, TO USE THE
SHARES AS EMPLOYEE SHARES, AND TO RETIRE THE SHARES
PROPOSAL #10.: AUTHORIZATION TO USE DERIVATIVES FOR ISSUER NO N/A N/A
THE ACQUISITION OF OWN SHARES; IN CONNECTION WITH ITEM
8, THE COMPANY MAY ALSO ACQUIRE OWN SHARES OF UP TO
5% OF ITS SHARE CAPITAL, AT A PRICE NOT DEVIATING MORE
THAN 10% FROM THE MARKET PRICE OF THE SHARES USING
CALL OR PUT OPTIONS
PROPOSAL #11.: RESOLUTION ON THE CREATION OF ISSUER NO N/A N/A
AUTHORIZED CAPITAL AND THE CORRESPONDING AMENDMENT TO
THE ARTICLE OF ASSOCIATION; THE EXISTING AUTHORIZED
CAPITALS AS PER ITEM 7 AND 8 ON THE AGENDA OF THE
SHAREHOLDERS MEETING OF 12 MAY 2004, SHALL BE
REVOKED; THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD,
TO INCREASE THE SHARE CAPITAL BY UP TO EUR
470,000,000 THROUGH THE ISSUE OF NEW BEARER NO-PAR
SHARES AGAINST CONTRIBUTIONS IN CASH AND/OR KIND, ON
OR BEFORE 14 MAY 2013 ?AUTHORIZED CAPITAL 2008?;
SHAREHOLDERS STATUTORY SUBSCRIPTION RIGHTS MAY BE
EXCLUDED FOR THE GRANTING OF SUCH RIGHTS TO
BONDHOLDERS, FOR RESIDUAL AMOUNTS, AND FOR A CAPITAL
INCREASE AGAINST PAYMENT IN KIND
PROPOSAL #12.: RESOLUTIONS ON THE AUTHORIZATION TO ISSUER NO N/A N/A
ISSUE CONVERTIBLE AND/OR WARRANT BONDS AND/OR PROFIT-
SHARING RIGHTS, THE CREATION OF CONTINGENT CAPITAL,
AND THE CORRESPONDING AMENDMENT TO THE ARTICLE OF
ASSOCIATION; THE AUTHORIZATIONS TO ISSUE CONVINCE
AND/OR WARRANT BONDS AND/OR PROFIT-SHARING RIGHTS AS
PER ITEM 12 ON THE AGENDA OF THE SHAREHOLDERS MEETING
OF 30 MAY 2003, AND ITEM 8 ON THE AGENDA OF THE
SHAREHOLDERS MEETING OF 20 MAY 2005, SHALL BE
REVOKED; THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD,
TO ISSUE INTEREST BEARING BONDS OR PROFIT-SHARING
RIGHTS OF UP TO EUR 4,000,000,000, CONFERRING CONVINCE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY, ON OR
BEFORE 14 MAY 2013; SHAREHOLDERS SHALL BE GRANTED
SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, FOR
THE ISSUE OF BONDS AND/OR PROFIT-SHARING RIGHTS
CONFERRING CONVINCE AND/OR OPTION RIGHTS FOR SHARES OF
THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL IF SUCH
BONDS AND/OR PROFIT-SHARING RIGHTS ARE ISSUED AT A
PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, FOR THE ISSUE OF BONDS AND/OR PROFIT-SHARING
RIGHTS AGAINST PAYMENT IN KIND, AND FOR THE GRANTING
OF SUCH RIGHTS TO OTHER BONDHOLDERS; SHAREHOLDERS
SUBSCRIPTION RIGHTS SHALL ALSO BE EXCLUDED FOR THE
ISSUE OF PROFIT-SHARING RIGHTS WITHOUT CONVERTIBLE OR
OPTION RIGHTS WITH DEBENTURE LIKE FEATURES; THE
COMPANY'S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY
BY UP TO EUR 416,000,000 THROUGH THE ISSUE OF UP TO
160,000,000 NEW BEARER SHARES, INSOFAR AS CONVERTIBLE
AND/OR OPTION RIGHTS ARE EXERCISED ?CONTINGENT CAPITAL
2008/I?
PROPOSAL #13.: RESOLUTION ON THE AUTHORIZATION TO ISSUER NO N/A N/A
ISSUE CONVERTIBLE AND/OR WARRANT BONDS AND/OR PROFIT-
SHARING RIGHTS, THE CREATION OF CONTINGENT CAPITAL,
AND THE CORRESPONDING AMENDMENT TO THE ARTICLE OF
ASSOCIATION; THE AUTHORIZATIONS TO ISSUE CONVINCE
AND/OR WARRANT BONDS AND/OR PROFIT-SHARING RIGHTS AS
PER ITEM 12 ON THE AGENDA OF THE SHAREHOLDERS MEETING
OF 30 MAY 2003, AND ITEM 8 ON THE AGENDA OF THE
SHAREHOLDERS MEETING OF 20 MAY 2005, SHALL BE
REVOKED; THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD,
TO ISSUE INTEREST BEARING BONDS OR PROFIT-SHARING
RIGHTS OF UP TO EUR 4,000,000,000, CONFERRING
CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF THE
COMPANY, ON OR BEFORE 14 MAY J2013; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL
AMOUNTS, FOR THE ISSUE OF BONDS AND/OR PROFIT-SHARING
RIGHTS CONFERRING CONVINCE AND/OR OPTION RIGHTS FOR
SHARES OF THE COMPANY OF UP TO 10% OF THE SHARE
CAPITAL IF SUCH BONDS AND/OR PROFIT-SHARING RIGHTS ARE
ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR
THEORETICAL MARKET VALUE, AND FOR THE GRANTING OF SUCH
RIGHTS TO OTHER BONDHOLDERS; SHAREHOLDERS
SUBSCRIPTION RIGHTS SHALL ALSO BE EXCLUDED FOR THE
ISSUE OF PROFIT-SHARING RIGHTS WITHOUT CONVINCE OR
OPTION RIGHTS WITH DEBENTURE LIKE FEATURES; THE
COMPANY'S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY
BY UP TO EUR 416,000,000 THROUGH THE ISSUE OF UP TO
160,000,000 NEW BEARER SHARES, INSOFAR AS CONVINCE
AND/OR OPTION RIGHTS ARE EXERCISED (CONTINGENT CAPITAL
2008/11)
PROPOSAL #14.: APPROVAL OF THE PROFIT TRANSFER ISSUER NO N/A N/A
AGREEMENT WITH COMMERZ SERVICES HOLDING GMBH
PROPOSAL #15.: APPROVAL OF THE PROFIT TRANSFER ISSUER NO N/A N/A
AGREEMENT WITH COMMERZBANK AUSLANDSBANKEN HOLDING NOVA
GMBH
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ISSUER: COMPAL ELECTRONICS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.A: RECEIVE THE BUSINESS OPERATIONAL ISSUER NO N/A N/A
PERFORMANCE REPORT 2007
PROPOSAL #1.B: RECEIVE THE REPORT OF SUPERVISORS ISSUER NO N/A N/A
EXAMINATION OF 2007 FINANCIAL STATEMENTS
PROPOSAL #2.A: APPROVE THE 2007 FINANCIAL STATEMENTS ISSUER YES FOR FOR
PROPOSAL #2.B: APPROVE THE 2007 EARNINGS DISTRIBUTION ISSUER YES FOR FOR
PLAN
PROPOSAL #3.A: APPROVE TO INCREASE THE CAPITAL BY ISSUER YES FOR FOR
ISSUING NEW SHARES FROM CAPITALIZATION OF CAPITAL
SURPLUS, RETAINED EARNINGS AND ISSUANCE OF EMPLOYEES
STOCK BONUS
PROPOSAL #3.B: AMEND THE ARTICLE OF INCORPORATION ISSUER YES FOR FOR
PROPOSAL #3.C: ELECT MR. JOHN KEVIN MEDICA AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.D: APPROVE THE WAVIER TO CERTAIN DIRECTORS ISSUER YES FOR FOR
NON-COMPETITION OBLIGATION
PROPOSAL #4.: OTHER MATTERS AND MOTIONS ISSUER YES AGAINST AGAINST
PROPOSAL #5.: MEETING ADJOURNED ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMPANHIA DE SANEAMENTO BASICO DO ESTADO DE SAO PAULO -SABESP
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/30/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.: ELECT A MEMBER TO THE BOARD OF ISSUER YES FOR N/A
DIRECTORS, UNDER THE TERMS OF ARTICLE 14(3) OFTHE
CORPORATE BY-LAWS OF THE COMPANY, FOR THE TIME
REMAINING ON THE TERM OF OFFICE OF THE SUBSTITUTED
MEMBER
PROPOSAL #II.: RATIFY THE BOARD OF DIRECTORS ACCOUNTS ISSUER YES FOR N/A
AND THE FINANCIAL STATEMENTS ATTACHEDWITH THE
OPINIONS OF THE FINANCE COMMITTEE AND THE EXTERNAL
AUDITORS, RELATING TO THE 2006 FY, IN ACCORDANCE WITH
THE BOARD OF DIRECTORS REPORT, THE BALANCE SHEET AND
THE CORRESPONDING EXPLANATORY NOTES, OBJECT OF THE
DECISION OF THE AGM HELD ON 30 APR 2007
PROPOSAL #III.: RATIFY THE DECISION CONCERNING THE ISSUER YES FOR N/A
ALLOCATION OF THE PROFITS AND THE TRANSFEROF THE
ACCUMULATED PROFITS BALANCE TO THE INVESTMENT
RESERVES, IN ACCORDANCE WITH THE CAPITAL BUDGET OF THE
MULTIYEAR INVESTMENT PLAN, AS DISCUSSED AT THE AGM
HELD ON 30 APR 2007
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMPANHIA DE SANEAMENTO BASICO DO ESTADO DE SAO PAULO -SABESP
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.i: APPROVE THE ACCOUNTS OF THE ISSUER YES FOR FOR
ADMINISTRATORS AND FINANCIAL STATEMENTS ACCOMPANIED BY
THE OPINIONS OF THE FINANCE COMMITTEE AND THE
EXTERNAL AUDITORS, REFERRED TO THE FY 2007, IN
ACCORDING WITH THE REPORT OF THE ADMINISTRATION, THE
BALANCE SHEET AND CORRESPONDING EXPLANATORY REMARKS
PROPOSAL #A.ii: APPROVE THE DESTINATION OF THE YEAR ISSUER YES FOR FOR
END RESULTS OF 2007
PROPOSAL #A.iii: ELECT THE MEMBERS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS, FINANCE COMMITTEE, FULL AND SUBSTITUTE
PROPOSAL #E.i: APPROVE TO INCREASE THE SHARE CAPITAL ISSUER YES FOR FOR
FOR THE INCORPORATION OF THE PROFITS RESERVES, IN THE
AMOUNT OF BRL 2,800,000,000.00, IN ACCORDANCE WITH
ARTICLES 199 OF LAW NUMBER 6404/1976
PROPOSAL #E.ii: AMEND THE ARTICLE 5, MAIN PART, OF THE ISSUER YES FOR FOR
APPLICABLE CORPORATE BYLAWS, TO STATE THE NEW AMOUNT
OF THE AID IN SHARE CAPITAL, AND THE CONSEQUENCE OF
THE PROPOSAL TO AMEND IN ITEM I
PROPOSAL #E.iii: AMEND THE ARTICLE 7, MAIN PART, OF ISSUER YES FOR FOR
THE APPLICABLE CORPORATE BYLAWS, TO EXTENDTHE
AUTHORIZED SHARE CAPITAL LIMIT, IN REFLECTION OF THE
AMENDMENT IN ITEM I
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMPANHIA VALE DO RIO DOCE
TICKER: RIOPR CUSIP: 204412100
MEETING DATE: 8/30/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: PROPOSAL TO AMEND THE COMPANY'S BY-LAWS. ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL FOR A FORWARD STOCK SPLIT, ISSUER YES FOR FOR
PURSUANT TO WHICH EACH AND EVERY CURRENT SHARE ISSUED
BY THE COMPANY, BOTH COMMON AND PREFERRED, SHALL
BECOME TWO SHARES OF THE SAME TYPE AND CLASS, AS THE
CASE MAY BE, AND THE CORRESPONDING ADJUSTMENT OF
ARTICLE 5 AND ARTICLE 6 OF THE COMPANY'S BY-LAWS.
PROPOSAL #03: CONSOLIDATION OF THE AMENDMENTS TO THE ISSUER YES FOR FOR
COMPANY'S BY-LAWS, MENTIONED ABOVE IN ITEMS I AND II
HEREIN, IF SUCH PROPOSED MODIFICATIONS ARE APPROVED.
PROPOSAL #04: RATIFICATION OF CVRD'S ACQUISITION OF ISSUER YES FOR FOR
THE CONTROLLING SHARE OF AMCI HOLDINGS AUSTRALIA, AS
REQUIRED BY ARTICLE 256 SECTION 1 OF THE BRAZILIAN
CORPORATE LAW.
PROPOSAL #05: REPLACEMENT OF A BOARD MEMBER. ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMPANHIA VALE DO RIO DOCE
TICKER: RIO CUSIP: 204412100
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1A: APPRECIATION OF THE MANAGEMENTS REPORT ISSUER YES FOR FOR
AND ANALYSIS, DISCUSSION AND VOTE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2007
PROPOSAL #O1B: PROPOSAL FOR THE DESTINATION OF PROFITS ISSUER YES AGAINST AGAINST
OF THE SAID FISCAL YEAR AND APPROVAL OF THE
INVESTMENT BUDGET FOR THE COMPANY
PROPOSAL #O1C: APPOINTMENT OF THE MEMBERS OF THE ISSUER YES FOR FOR
FISCAL COUNCIL
PROPOSAL #O1D: ESTABLISHMENT OF THE REMUNERATION OF ISSUER YES FOR FOR
THE SENIOR MANAGEMENT AND FISCAL COUNCIL MEMBERS
PROPOSAL #E2A: THE APPROVAL FOR THE PROTOCOL AND ISSUER YES FOR FOR
JUSTIFICATION OF MERGER OF FERRO GUSA CARAJAS S.A., A
WHOLLY OWNED SUBSIDIARY OF THE COMPANY, PURSUANT TO
ARTICLES 224 AND 225 OF THE BRAZILIAN CORPORATE LAW
PROPOSAL #E2B: TO RATIFY THE APPOINTMENT OF DELOITTE ISSUER YES FOR FOR
TOUCHE TOHMATSU AUDITORES INDEPENDENTES, THE EXPERTS
HIRED TO APPRAISE THE VALUE OF THE COMPANY TO BE MERGED
PROPOSAL #E2C: TO DECIDE ON THE APPRAISAL REPORT, ISSUER YES FOR FOR
PREPARED BY THE EXPERT APPRAISERS
PROPOSAL #E2D: THE APPROVAL FOR THE MERGER OF FERRO ISSUER YES FOR FOR
GUSA CARAJAS S.A., WITHOUT A CAPITAL INCREASE OR THE
ISSUANCE OF NEW SHARES BY THE COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMPANHIA VALE DO RIO DOCE
TICKER: RIO CUSIP: 204412209
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1A: APPRECIATION OF THE MANAGEMENTS REPORT ISSUER YES FOR FOR
AND ANALYSIS, DISCUSSION AND VOTE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2007
PROPOSAL #O1B: PROPOSAL FOR THE DESTINATION OF PROFITS ISSUER YES AGAINST AGAINST
OF THE SAID FISCAL YEAR AND APPROVAL OF THE
INVESTMENT BUDGET FOR THE COMPANY
PROPOSAL #O1C: APPOINTMENT OF THE MEMBERS OF THE ISSUER YES FOR FOR
FISCAL COUNCIL
PROPOSAL #O1D: ESTABLISHMENT OF THE REMUNERATION OF ISSUER YES FOR FOR
THE SENIOR MANAGEMENT AND FISCAL COUNCIL MEMBERS
PROPOSAL #E2A: THE APPROVAL FOR THE PROTOCOL AND ISSUER YES FOR FOR
JUSTIFICATION OF MERGER OF FERRO GUSA CARAJAS S.A., A
WHOLLY OWNED SUBSIDIARY OF THE COMPANY, PURSUANT TO
ARTICLES 224 AND 225 OF THE BRAZILIAN CORPORATE LAW
PROPOSAL #E2B: TO RATIFY THE APPOINTMENT OF DELOITTE ISSUER YES FOR FOR
TOUCHE TOHMATSU AUDITORES INDEPENDENTES, THE EXPERTS
HIRED TO APPRAISE THE VALUE OF THE COMPANY TO BE MERGED
PROPOSAL #E2C: TO DECIDE ON THE APPRAISAL REPORT, ISSUER YES FOR FOR
PREPARED BY THE EXPERT APPRAISERS
PROPOSAL #E2D: THE APPROVAL FOR THE MERGER OF FERRO ISSUER YES FOR FOR
GUSA CARAJAS S.A., WITHOUT A CAPITAL INCREASE OR THE
ISSUANCE OF NEW SHARES BY THE COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CORPORATE EXPRESS N V
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO ADOPT THE 2007 FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ADOPTION OF THE PROPOSED 2007 DIVIDEND, RELEASE
FROM LIABILITY OF THE MEMBERS OF THE EXECUTIVE BOARD
AND RELEASE FROM LIABILITY OF THE MEMBERS OF THE
SUPERVISORY BOARD.
PROPOSAL #2.: REMUNERATION: A BONUS CONVERSION SHARE ISSUER NO N/A N/A
MATCHING PLAN AND ADOPTION OF AMENDMENTS TO THE
REMUNERATION POLICY FOR THE EXECUTIVE BOARD.
PROPOSAL #3.: ASSIGNMENT TO AUDIT THE 2008 FINANCIAL ISSUER NO N/A N/A
STATEMENTS.
PROPOSAL #4.: EXTENSION OF THE DESIGNATION OF THE ISSUER NO N/A N/A
EXECUTIVE BOARD AS COMPETENT BODY TO ACQUIRE SHARES OR
DEPOSITARY RECEIPTS IN THE COMPANY.
PROPOSAL #5.: EXTENSION OF THE DESIGNATION OF THE ISSUER NO N/A N/A
EXECUTIVE BOARD AS COMPETENT BODY TO ISSUE ORDINARY
SHARES, AND THE DESIGNATION OF THE EXECUTIVE BOARD AS
COMPETENT BODY TO LIMIT OR EXCLUDE THE PRE-EMPTIVE
RIGHT WHEN ISSUING ORDINARY SHARES.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CORPORATE EXPRESS N V
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/18/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.: DISCUSSION OF THE PUBLIC OFFER OF ISSUER NO N/A N/A
STAPLES, INC ?STAPLES? FOR CORPORATE EXPRESS
PROPOSAL #3.: ANY OTHER BUSINESS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COSCO PACIFIC LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/11/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE: THE AGREEMENT DATED 24 AUG 2007 ISSUER YES FOR N/A
BETWEEN THE COMPANY AND COSCO ?HONG KONG? GROUP
LIMITED FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED
SHARE CAPITAL IN AND THE OUTSTANDING LOAN DUE FROM
BAUHINIA 97 LIMITED ?THE AGREEMENT? ?AS SPECIFIED? AND
ALL THE TRANSACTIONS CONTEMPLATED; AND RATIFY THE
ENTERING INTO OF THE AGREEMENT BY THE COMPANY; AND TO
AUTHORIZE THE DIRECTORS OF THE COMPANY TO DO SUCH ACTS
AND/OR EXECUTE ALL SUCH DOCUMENTS INCIDENTAL TO,
ANCILLARY TO OR IN CONNECTION WITH MATTERS
CONTEMPLATED IN OR RELATING TO THE AGREEMENT AS THEY
MAY IN THEIR ABSOLUTE DISCRETION CONSIDER NECESSARY,
DESIRABLE OR EXPEDIENT TO GIVE EFFECT TO THE AGREEMENT
AND THE IMPLEMENTATION OF ALL TRANSACTIONS
CONTEMPLATED THEREUNDER
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CREDIT AGRICOLE SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, AND APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 31 DEC 2007, AS
PRESENTED; THE EXPENSES AND CHARGES THAT WERE NOT TAX-
DEDUCTIBLE OF EUR 124,921.00 WITH A CORRESPONDING TAX
OF EUR 43,010.00
PROPOSAL #O.2: RECEIVE THE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: APPROVE THE NET INCOME FOR THE FY IS OF ISSUER YES FOR FOR
EUR 4,895,676,609.65 AND THE PRIOR RETAINED EARNINGS
BEING OF EUR 2,253,079,831.75 THE TOTAL AMOUNT TO BE
ALLOCATED IS OF EUR 7,148,756,441.40, AND THE
RECOMMENDATION OF THE BOARD OF DIRECTORS AND RESOLVES
THAT THIS DISTRIBUTABLE AMOUNT BE APPROPRIATED AS
FOLLOWS: TO THE LEGAL RESERVE: EUR 23,434,444.49
DIVIDENDS: EUR 2,003,708,246.40 TO THE RETAINED
EARNINGS: EUR 5,121,613,750.51, AND RECEIVE A NET
DIVIDEND OF EUR 1.20 PER SHARE, AND WILL ENTITLE TO
THE 40% DEDUCTION PROVIDED BY THE FRENCH TAX CODE;
THIS DIVIDEND WILL BE PAID ON 23 JUN 2008, IN THE
EVENT THAT THE CREDIT AGRICOLE S.A. HOLDS SOME OF ITS
OWN SHARES ON THE DAY THE DIVIDEND IS PAID, 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 THE DIVIDEND PAYMENT WILL BE ISSUER YES FOR FOR
CARRIED OUT IN CASH OR IN SHARES ?80% INSHARES, I.E.
EUR 0.96 PER SHARE, AND 20% IN CASH, I.E EUR 0.24?, AS
PER THE FOLLOWING CONDITIONS: REINVESTMENT PERIOD
WILL BE EFFECTIVE FROM 30 MAY 2008 TO13 JUN, 2008, THE
NEW SHARES WILL BE CREATED WITH DIVIDEND RIGHTS AS OF
01 JAN 2008, AT THE CLOSE OF THE SUBSCRIPTION PERIOD;
RECEIVE THE DIVIDEND PAYMENT IN CASH, ON 23 JUN 2008;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.5: APPROVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLESL.225.38
AND SEQUENCE, OF THE FRENCH COMMERCIAL CODE, SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.6: APPROVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.42.1,
OF THE FRENCH COMMERCIAL CODE, THE AGREEMENTS RELATED
OF MR. EDOUARD ESPARBES REFERRED TO THEREIN
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES AGAINST AGAINST
PHILIPPE CAMUS AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES AGAINST AGAINST
RENE CARRON AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.9: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES AGAINST AGAINST
ALAIN DIEVAL AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.10: APPROVE TO RENEW THE APPOINTMENT OF ISSUER YES FOR FOR
MR. XAVIER FONTANET AS A DIRECTOR FOR A 3YEAR PERIOD
PROPOSAL #O.11: APPROVE TO RENEW THE APPOINTMENT OF ISSUER YES FOR FOR
MR. MICHEL JAY AS A DIRECTOR FOR A 3 YEARPERIOD
PROPOSAL #O.12: APPROVE TO RENEW THE APPOINTMENT OF ISSUER YES AGAINST AGAINST
MR. MICHEL MICHAUT AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.13: APPOINT MR. GERARD CAZALS AS A ISSUER YES AGAINST AGAINST
DIRECTOR, TO REPLACE MR. JEAN PIERRE PARGADE WHO
RESIGNED, FOR THE REMAINDER OF MR. JEAN PIERRE
PARGADE'S TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS
FOR THE FYE IN 31 DEC 2008
PROPOSAL #O.14: RATIFY THE APPOINTMENT OF MR. MICHEL ISSUER YES AGAINST AGAINST
MATHIEU AS A DIRECTOR, TO REPLACE MR. JEAN ROGER
DROUET WHO RESIGNED, FOR THE REMAINDER OF MR. JEAN
ROGER DROUET'S TERM OF OFFICE, I.E. UNTIL THE
SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL
STATEMENTS FOR THE FYE IN 31 DEC 2010
PROPOSAL #O.15: APPOINT THE DIRECTOR, TO REPLACE MR. ISSUER YES FOR FOR
DANIEL LEBEGUE, FOR THE REMAINDER OF MR.DANIEL
LEBEGUE'S TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDER'S
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS
FOR THE FYE 31 DEC 2010
PROPOSAL #O.16: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER YES FOR FOR
EUR 950,000.00 TO THE MEMBERS OF THE BOARD OF DIRECTORS
PROPOSAL #O.17: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER YES AGAINST AGAINST
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET
SUBJECT TO THE CONDITIONS DESCRIBED BELOW; MAXIMUM
PURCHASE PRICE: EUR 35.00, MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED: 10% OF THE SHARE CAPITAL ?I.E. A MAXIMUM
NUMBER OF 166,975,687 SHARES?, MAXIMUM FUNDS INVESTED
IN THE SHARE BUYBACKS: EUR 3,000,000,000.00,
?AUTHORITY EXPIRES IS GIVEN FOR AN 18 MONTH PERIOD?;
IT SUPERSEDES THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING 23 MAY 2007; THE NUMBER OF
SHARES 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, AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.18: AUTHORIZE THE BOARD OF DIRECTORS THE ISSUER YES FOR FOR
NECESSARY POWERS TO INCREASE THE CAPITALON 1 OR MORE
OCCASIONS, IN FRANCE OR ABROAD, BY ISSUANCE, WITH
PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF ORDINARY
SHARES OF THE COMPANY AND OR ANY OTHER SECURITIES
GIVING ACCESS TO ORDINARY SHARES OF THE COMPANY OR
GIVING RIGHT TO A DEBT SECURITY, THE MAXIMUM NOMINAL
AMOUNT OF CAPITAL INCREASES TO BE CARRIED OUT UNDER
THIS DELEGATION OF AUTHORITY SHALL NOT EXCEED EUR
2,500,000,000.00, THE MAXIMUM NOMINAL AMOUNT OF DEBT
SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED EUR
5,000,000,000.00, AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; ?AUTHORITY
IS GIVEN FOR A 26-MONTH PERIOD? IT SUPERSEDES THE
UNUSED FRACTION OF THE DELEGATION GRANTED BY THE
SHAREHOLDERS MEETING OF 23 MAY 2007 IN ITS RESOLUTION
14
PROPOSAL #E.19: AUTHORIZE THE BOARD OF DIRECTORS THE ISSUER YES FOR FOR
NECESSARY POWERS TO DECIDE TO PROCEED, WITH OUT PRE
EMPTIVE SUBSCRIPTION RIGHTS, WITH THE ISSUANCE OF ALL
SECURITIES SET FORTH IN RESOLUTION 18 ?POINT 1?, IT
DECIDES THAT: THE MAXIMUM NOMINAL AMOUNT OF CAPITAL
INCREASES TO BE CARRIED OUT UNDER THIS DELEGATION OF
AUTHORITY SHALL NOT EXCEED EUR 1,000,000,000.00 IN THE
EVENT OF AN ISSUANCE WITH AND EUR 500,000,000.00 IN
THE EVENT ISSUANCE WITHOUT A TIME LIMITED OF
SUBSCRIPTION PRIORITY, THE MAXIMUM NOMINAL AMOUNT OF
DEBT SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED
EUR 5,000,000,000.00, THE WHOLE WITHIN THE LIMIT OF
THE FRACTION UNUSED OF THE CEILINGS SET FORTH IN
RESOLUTION 18 AND, IT IS SPECIFIED THAT ANY ISSUANCE
CARRIED OUT ACCORDINGLY WITH THE PRESENT RESOLUTION
SHALL COUNT AGAINST THE CORRESPONDING CEILING(S); AND
TO TAKE ALL NECESSARY MEASURES AND FORMALITIES;
?AUTHORITY EXPIRES IS GIVEN FOR A 26 MONTH PERIOD? IT
SUPERSEDES THE DELEGATION GRANTED BY THE SHAREHOLDERS
MEETING OF 23 MAY 2007, IN ITS RESOLUTION NR. 15
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER YES FOR FOR
INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN THE
EVENT OF CAPITAL INCREASES ?DECIDED ACCORDINGLY WITH
RESOLUTION NR. 18, 19, 24, 25, AND 26? 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, IT RESOLVES THAT
THE MAXIMUM NOMINAL AMOUNT OF CAPITAL INCREASES, WITH
OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHT OF
SHAREHOLDERS, CARRIED OUT ACCORDINGLY THE PRESENT
DELEGATION, THOSE GRANTED IN RESOLUTION NR 24, 25 AND
26 BEING EXCLUDED, SHALL COUNT AGAINST THE OVERALL
CEILINGS OF CAPITAL INCREASES SET FORTH IN RESOLUTION
NUMBER 18 AND 19; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; ?AUTHORITY
EXPIRES IS GIVEN FOR A 26 MONTH PERIOD? IT SUPERSEDES
MEETING OF 23 MAY 2007, IN ITS RESOLUTION NR 16
PROPOSAL #E.21: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL UP TO 10% OF THE SHARE
CAPITAL, BY WAY OF ISSUING SHARES OR SECURITIES GIVING
ACCESS TO THE CAPITAL, IN CONSIDERATION FOR THE
CONTRIBUTION IN KIND GRANTED TO THE COMPANY AND
COMPRISED OF CAPITAL SECURITIES OR SECURITIES GIVING
ACCESS TO SHARE CAPITAL, THE MAXIMUM AMOUNT OF CAPITAL
INCREASES TO BE CARRIED OUT ACCORDINGLY THE PRESENT
DELEGATION, SHALL COUNT AGAINST THE LIMIT OF THE
OVERALL CEILINGS SET FORTH IN RESOLUTION NR 18 AD 19;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES, ?AUTHORITY EXPIRES IS GIVEN FOR
A 26 MONTH PERIOD?, IT SUPERSEDES THE DELEGATION
GRANTED BY THE SHAREHOLDERS MEETING OF 23 MAY 2007, IN
ITS RESOLUTION NR. 17
PROPOSAL #E.22: AUTHORIZE THE BOARD OF DIRECTORS ISSUER YES AGAINST AGAINST
WITHIN THE LIMIT OF 5% OF THE COMPANY'S SHARE CAPITAL,
TO SET THE ISSUE PRICE OF THE ORDINARY SHARES OR
SECURITIES TO BE ISSUED, WITHOUT PRE EMPTIVE
SUBSCRIPTION RIGHTS, GIVING ACCESS TO THE TERMS AND
CONDITIONS DETERMINED BY THE SHAREHOLDERS MEETING
PROPOSAL #E.23: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, IN 1 OR MORE OCCASIONS AND
AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 3,000,000,000.00, BY WAY OF CAPITALIZING
PREMIUMS, RESERVES, PROFITS 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 DIFFERENT FROM THE
OVERALL CEILING SET FORTH IN RESOLUTIONS NR. 18 AND
19; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; ?AUTHORITY EXPIRES IS GIVEN
FOR A 26 MONTH PERIOD?, IT SUPERSEDES THE DELEGATION
GRANTED BY THE SHAREHOLDERS OF 23 MAY 2007, IN ITS
RESOLUTION NR. 19
PROPOSAL #E.24: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL ON 1 OR MORE OCCASIONS AT
ITS SOLE DISCRETION BY WAY OF ISSUING SHARES IN FAVOUR
OF THE EMPLOYEES OF THE CREDIT AGRICOLE S.A, MEMBERS
OF A COMPANY SAVINGS PLAN; ?AUTHORITY EXPIRES IS GIVEN
FOR A 26 MONTH PERIOD? AND FOR A NOMINAL AMOUNT THAT
SHALL NOT EXCEED EUR 150,000,000.00; AND TO DECIDE TO
CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS IN FAVOUR OF THE BENEFICIARIES ABOVE MENTIONED;
AND TO TAKE ALL NECESSARY FORMALITIES, THIS
DELEGATION SUPERSEDED THE DELEGATION GRANTED BY THE
SHAREHOLDER'S MEETING OF 23 MAY 2007 IN ITS RESOLUTION
PROPOSAL #E.25: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL ON 1 OR MORE OCCASIONS AT
ITS SOLE DISCRETION, BY WAY OF ISSUING NEW SHARES IN
FAVOUR OF THE COMPANY CREDIT AGRICOLE INTERNATIONAL
EMPLOYEES; ?AUTHORITY EXPIRES IS GIVEN FOR AN 18-MONTH
PERIOD? AND FOR A NOMINAL AMOUNT THAT SHALL NOT
EXCEED EUR 40,000,000.00, AND TO DECIDE TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN
FAVOUR OF THE BENEFICIARY ABOVE MENTIONED; AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES, THIS DELEGATION SUPERSEDES THE DELEGATION
GRANTED BY THE SHAREHOLDERS MEETING OF 23 MAY 1007,
IN ITS RESOLUTION NR. 21
PROPOSAL #E.26: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST AGAINST
INCREASE THE SHARE CAPITAL, ON 1OR MORE OCCASIONS, AT
ITS SOLE DISCRETION, BY WAY OF ISSUING NEW SHARES IN
FAVOUR OF THE EMPLOYEES OF THE GROUP CREDIT AGRICOLE,
MEMBERS OF AN ENTERPRISE GROUP SAVINGS PLAN IN THE
USA, ?AUTHORITY EXPIRES IS GIVEN FOR A 26 MONTH
PERIOD? AND FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED
EUR 40,000,000.00, TO DECIDES TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN
FAVOUR OF THE BENEFICIARIES; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES,
THIS DELEGATION SUPERSEDES THE DELEGATION GRANTED BY
THE SHAREHOLDERS MEETING OF MAY 23 2007 IN ITS
RESOLUTION NR. 22
PROPOSAL #E.27: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
GRANT, IN 1OR MORE TRANSACTIONS, TO BENEFICIARIES TO
BE CHOSEN BY 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 2% OF THE
SHARE CAPITAL ?WITHIN THE LIMIT OF THE OVERALL
CEILINGS SET FORTH IN RESOLUTION NR.18 AND 19? AND
DECIDES TO CANCEL THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS IN FAVOUR OF THE EMPLOYEES AND/OR
THE CORPORATE OFFICERS OF THE COMPANY AND RELATED
COMPANIES THE SHAREHOLDERS MEETING DELEGATES; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES, ?AUTHORITY EXPIRES IS GIVEN FOR
A 38 MONTH PERIOD?, IT SUPERSEDES BY THE SHAREHOLDERS
MEETING OF 17 MAY 2006, IN ITS RESOLUTION NR. 20
PROPOSAL #E.28: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
GRANT, FOR FREE, ON 1 OR MORE OCCASIONS, EXISTING OR
FUTURE SHARES, IN FAVOUR OF THE EMPLOYEES OR THE
CORPORATE OFFICERS OF THE COMPANY AND RELATED
COMPANIES, THEY MAY NOT REPRESENT MORE THAN 1% OF THE
SHARE CAPITAL ?THE WHOLE WITHIN THE LIMIT OF THE
OVERALL CEILINGS SET FORTH IN RESOLUTION NR. 18 AND
19?, DECIDE TO CANCEL THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS IN FAVOUR OF THE BENEFICIARIES
ABOVE MENTIONED; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; ?AUTHORITY
EXPIRES IS GIVEN FOR A 38 MONTH PERIOD?
PROPOSAL #E.29: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
REDUCE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS 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; ?AUTHORITY
EXPIRES IS GIVEN FOR A 24 MONTH PERIOD?, IT SUPERSEDES
THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
MEETING OF 23 MAY 2007, IN ITS RESOLUTION NR. 23
PROPOSAL #E.30: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
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: 4/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO VOTE IN THE UPCOMING MEETING, YOUR ISSUER YES FOR AGAINST
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: 4/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, THE PARENT ISSUER YES FOR FOR
COMPANY'S 2007 FINANCIAL STATEMENTS AND THE GROUP 2007
CONSOLIDATED FINANCIAL STATEMENTS
PROPOSAL #2.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS AND THE EXECUTIVE BOARD
PROPOSAL #3.: APPROVE THE CAPITAL REDUCTION OWING TO ISSUER YES FOR FOR
COMPLETION OF THE SHARE BUY BACK PROGRAM
PROPOSAL #4.: APPROVE THE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #5.1: AMEND THE ARTICLES OF ASSOCIATION: BY ISSUER YES FOR FOR
AMENDING THE CORPORATE NAME ?LEGAL FORM?
PROPOSAL #5.2: AMEND THE ARTICLES OF ASSOCIATION BY ISSUER YES FOR FOR
THE DELETION OF PROVISIONS CONCERNING CONTRIBUTIONS IN
KIND
PROPOSAL #6.1.A: RE-ELECT MR. THOMAS W. BECHTLER TO ISSUER YES FOR FOR
THE BOARD OF DIRECTORS
PROPOSAL #6.1.B: RE-ELECT MR. ROBERT H. BENMOSCHE TO ISSUER YES FOR FOR
THE BOARD OF DIRECTORS
PROPOSAL #6.1.C: RE-ELECT MR. PETER BRABECK-LETMATHE ISSUER YES FOR FOR
TO THE BOARD OF DIRECTORS
PROPOSAL #6.1.D: RE-ELECT MR. JEAN LANIER TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS
PROPOSAL #6.1.E: RE-ELECT MR. ANTON VAN ROSSUM TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS
PROPOSAL #6.1.F: RE-ELECT MR. ERNST TANNER TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS
PROPOSAL #6.2: ELECT KPMG KLYNVELD PEAT MARWICK ISSUER YES FOR FOR
GOERDELER SA AS INDEPENDENT AUDITORS AND THE GROUP
INDEPENDENT AUDITORS
PROPOSAL #6.3: ELECT BDO VISURA AS THE SPECIAL AUDITORS ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CRH PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/7/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
REPORTS OF DIRECTORS AND THE AUDITORS
PROPOSAL #2.: DECLARE A DIVIDEND ISSUER YES FOR FOR
PROPOSAL #3.A: RE-ELECT MR. N. HARTERY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.B: RE-ELECT MR. T.W. HILL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.C: RE-ELECT MR. K. MCGOWAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.D: RE-ELECT MR. J.M.C. O CONNOR AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.E: RE-ELECT MR. U.H. FELCHT AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE THE REMUNERATION OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #S.5: APPROVE THE DISAPPLICATION OF PRE- ISSUER YES FOR FOR
EMPTION RIGHTS
PROPOSAL #S.6: GRANT AUTHORITY TO PURCHASE OWN ISSUER YES FOR FOR
ORDINARY SHARES
PROPOSAL #S.7: GRANT AUTHORITY TO RE-ISSUE TREASURY ISSUER YES FOR FOR
SHARES
PROPOSAL #S.8: AMEND THE MEMORANDUM OF ASSOCIATION ISSUER YES FOR FOR
PROPOSAL #S.9: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAIMLER AG, STUTTGART
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/9/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE ADOPTED COMPANY ISSUER NO N/A N/A
STATEMENTS, THE APPROVED CONSOLIDATED FINANCIAL
STATEMENTS, AND THE MANAGEMENT REPORTS FOR DAIMLER AG
AND THE GROUP FOR THE 2007 FY, THE REPORT OF THE
SUPERVISORY BOARD AND THE EXPLANATORY REPORT OF THE
BOARD OF MANAGEMENT PROVIDING DETAILS ON TAKEOVER
PROVISIONS AS REQUIRED BY SECTION 289, AND SECTION
315(4) OF THE GERMAN COMMERCIAL CODE
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR FOR
DISTRIBUTABLE PROFIT OF EUR 6,183,998,802.37 AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 2 PER ENTITLED
SHARE EUR 4,156,261,610.37 SHALL BE ALLOCATED TO THE
REVENUE RESERVES, EX-DIVIDEND AND PAYABLE DATE: 10 APR
2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER YES FOR FOR
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #5.: APPOINTMENT OF THE AUDITORS FOR THE 2008 ISSUER YES FOR FOR
FY: KPMG, BERLIN
PROPOSAL #6.: AUTHORIZATION TO ACQUIRE ITS OWN SHARES; ISSUER YES FOR FOR
THE COMPANY SHALL BE AUTHORIZED TO ACQUIRE OWN SHARES
OF UP TO 10 % OF ITS SHARE CAPITAL, AT PRICES NOT
DEVIATING MORE THAN 10 % FROM THE MARKET PRICE OF THE
SHARES, ON OR BEFORE 09 OCT 2009; THE BOARD OF
DIRECTORS SHALL BE AUTHORIZE TO USE THE SHARES FOR
ACQUISITION PURPOSES OR WITHIN THE SCOPE OF THE STOCK
OPTION PLAN , TO OFFER THE SHARES TO EMPLOYEES, AND TO
RETIRE THE SHARES
PROPOSAL #7.: RESOLUTION ON AUTHORIZATION TO USE ISSUER YES FOR FOR
DERIVATIVE FINANCIAL INSTRUMENTS IN THE CONTEXT OF
ACQUIRING OWN SHARES
PROPOSAL #8.: RESOLUTION ON THE ELECTION OF NEW ISSUER YES FOR FOR
MEMBERS OF THE SUPERVISORY BOARD
PROPOSAL #9.: RESOLUTION ON THE INCREASE OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD REMUNERATION, AND THE CORRESPONDING
AMENDMENTS TO THE ARTICLES OF ASSOCIATION; THE
ORDINARY MEMBERS OF THE SUPERVISORY BOARD SHALL
RECEIVE A FIXED ANNUAL REMUNERATION OF EUR 100,000;
THE CHAIRMAN SHALL RECEIVE 3 TIMES, THE DEPUTY
CHAIRMAN 2 TIMES, COMMITTEE CHAIRMAN 1 AND A HALF
TIMES, AND OTHER COMMITTEE MEMBERS ONE AND A 3 TIMES,
THE AMOUNT; IN ADDITION, ALL MEMBERS SHALL RECEIVE AN
ATTENDANCE FEE OF EUR 1,100 PER MEETING.
PROPOSAL #10.: RESOLUTION ON THE REVISION OF THE ISSUER YES FOR FOR
AUTHORIZED CAPITAL I, AND THE CORRESPONDENT AMENDMENTS
TO THE ARTICLES OF ASSOCIATION; THE EXISTING
AUTHORIZED CAPITAL I SHALL BE REVOKED; THE BOARD OF
MANAGING DIRECTORS SHALL BE AUTHORIZED, WITH THE
CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE
SHARE CAPITAL BY UP TO EUR 500,000,000 THROUGH THE
ISSUE OF NEW REGISTERED SHARES AGAINST CASH PAYMENT,
ON OR BEFORE 08 APR 2013 ?AUTHORIZED CAPITAL I ?;
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS,
EXCEPT FOR RESIDUAL AMOUNTS, FOR THE GRANTING OF
SUBSCRIPTION RIGHTS TO HOLDERS OF WARRANTS OR
CONVERTIBLE BONDS, AND INSOFAR AS THE ISSUE PRICE IS
NOT MATERIALLY BELOW THE MARKET PRICE
PROPOSAL #11.: RESOLUTION ON THE REVISION OF T HE ISSUER YES FOR FOR
AUTHORIZED CAPITAL II, AND THE CORRESPONDENT
AMENDMENTS TO THE ARTICLES OF ASSOCIATION; THE
EXISTING AUTHORIZED CAPITAL II SHALL BE REVOKED; THE
BOARD OF MANAGING DIRECTORS BE AUTHORIZED, WITH THE
CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE
SHARE CAPITAL BY UP TO EUR 500,000,000 THROUGH THE
ISSUE OF NEW REGISTERED SHARES AGAINST PAYMENT IN
KIND, ON OR BEFORE 08 APR 2013 ?AUTHORIZED CAPITAL
II?; THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZE D TO EXCLUDE SHAREHOLDERS SUBSCRIPTION
RIGHTS; THE SHAREHOLDERS EKKEHARD WENGER AND LEONHARD
KNOLL HAVE PUT FORTH THE FOLLOWING ADDITIONAL ITEMS
FOR RESOLUTION
PROPOSAL #12.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142, SUBSECTION 1
OF THE GERMAN STOCK CORPORATION ACT ?AKTG? TO
INVESTIGATE THE QUESTION OF WHETHER IN CARRYING OUT
THE SHARE BUYBACK PROGRAM IN THE SECOND HALF OF 2007,
THE DUTY OF PRUDENCE WAS NEGLECTED OR ACTIONS OF
BREACH OF TRUST OCCURRED AND TO WHAT EXTENT CURRENT OR
FORMER EXECUTIVES PROFITED FROM THAT
PROPOSAL #13.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142, SUBSECTION 1
OF THE GERMAN STOCK CORPORATION ACT ?AKTG? TO EXAMINE
THE QUESTION WHETHER IN CONNECTION WITH CHANGE OF
NAME PROPOSED BY THE BOARD OF MANAGEMENT AND
SUPERVISORY BOARD FUNDS HAVE BEEN SENSELESSLY WASTED
IN CONTRAVENTION OF THE LEGALLY REQUIRED PRUDENCE
PROPOSAL #14.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: AMENDMENT TO THE ARTICLES OF INCORPORATION
- - LIMIT ON THE NUMBER OF MANDATES OF MEMBERS OF THE
SUPERVISORY BOARD REPRESENTING THE SHAREHOLDERS
PROPOSAL #15.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: AMENDMENT TO THE ARTICLES OF INCORPORATION
- - SEPARATE COUNTING OF VOTES FROM VARIOUS SHAREHOLDER
GROUP
PROPOSAL #16.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: AMENDMENT TO THE ARTICLES OF INCORPORATION
- - PRODUCTION OF VERBATIM MINUTES OF THE SHAREHOLDERS
MEETING
PROPOSAL #17.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142 (1) OF THE
GERMAN STOCK CORPORATION ACT ?AKTG? TO EXAMINE THE
ISSUE OF WHETHER THE MEMBERS OF THE BOARD OF
MANAGEMENT AND THE SUPERVISORY BOARD WERE IN BREACH OF
DUTY IN NEGLECTING TO EXAMINE ALL OPTIONS TO MAKE
CLAIMS FOR DAMAGES AGAINST THE RESPONSIBLE MEMBERS OF
THE BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD AND
THE RELEVANT CONSULTANTS AND THE AUDITORS OR TO AT
LEAST EFFECT AN ADEQUATE REDUCTION IN CURRENT
REMUNERATION OR PENSION BENEFITS OR TO CANCEL SHARE-
BASED COMPONENTS OF REMUNERATION FOLLOWING THE
STATEMENTS MADE BY THE STUTTGART DISTRICT COURT ON 04
AUG 2006 CONCERNING THE BUSINESS COMBINATION BETWEEN
DAIMLER BENZ AG AND CHRYSLER CORPORATION THAT
PROPOSAL #18.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142 (1 )OF THE
GERMAN STOCK CORPORATION ACT ?AKTG? TO EXAMINE THE
ISSUE OF WHETHER THE SUPERVISORY BOARD NEGLECTED ITS
OBLIGATIONS OF DUE CARE AND ATTENTION WHEN, IN SPRING
2003, CLOSE TO WHEN THE SHARE PRICE REACHED ITS LOWEST
POINT FOR SEVERAL YEARS, IT ISSUED 20.5 MILLION
OPTIONS TO THE BOARD OF MANAGEMENT AND OTHER
MANAGEMENT STAFF OF THE COMPANY AT AN EXERCISE PRICE
OF ONLY EUR 34.40 PER SHARE
PROPOSAL #19.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142(1), OF THE
GERMAN STOCK CORPORATION ACT ?AKTG? TO EXAMINE THE
ISSUE OF WHETHER THE COMPANY IS ENTITLED TO CLAIM
DAMAGES IN RELATION TO TAN INTERVIEW BY THE FORMER
CHAIRMAN OF THE BOARD OF MANAGEMENT JURGEN SCHREMPP IN
THE FINANCIAL TIMES, WHICH LATER AIDED A CLASS ACTION
LAWSUIT IN THE UNITED STATES THAT WAS SETTLED AT USD
300 MILLION, OF WHICH THE COMPANY WAS REQUIRED TO PAY
AN UNINSURED SHARE WHICH WAS AN EIGHT-DIGIT AMOUNT
PROPOSAL #20.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142(1) OF THE
GERMAN STOCK CORPORATION ACT ?AKTG? TO EXAMINE THE
ISSUE OF THE EXTENT TO WHICH CURRENT OR FORMER MEMBERS
OF THE BOARD OF MANAGEMENT OR THE SUPERVISORY BOARD
WERE AWARE OF TRANSACTIONS THAT HAVE SINCE LED TO
INVESTIGATIONS BY VARIOYS AUTHORITIES, INCLUDING THE
US SECURITIES AND EXCHANGE COMMISSION ?SEC? AND THE US
DEPARTMENT OF JUSTICE IN PARTICULAR, OR WHETHER THE
ABOVE PERSONS CAN BE ACCUSED OF ORGANIZATIONAL FAILURE
AS NO SUFFICIENT PRECAUTIONS WERE TAKEN TO PREVENT
THESE TRANSACTIONS
PROPOSAL #21.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142(1)OF THE
GERMAN STOCK CORPORATION ACT ?AKTG? TO EXAMINE THE
ISSUE OF WHETHER, PRIOR TO THE FEDERAL COURT OF
JUSTICE REPEALING THE PRISON SENTENCE HANDED DOWN BY
THE STUTTGART DISTRICT COURT ON THE BUSINESSMAN
GERHADRD SCHWEINLE, THE CURRENT CHAIRMAN OF THE BOARD
OF MANAGEMENT DR. ZETSCHE, AND VARIOUS EMPLOYEES OF
THE COMPANY PROVIDE FALSE, INCOMPLETE, MISLEADING OR
OTHERWISE INACCURATE INFORMATION ON AN ALLEGED FRAUD
COMMITTED AGAINST THE COMPANY IN THE AREA OF SO-CALLED
GRAY-MARKET TRANSACTIONS, IF SO, WHAT INTERNAL
PRELIMINARY CLARIFICATION THIS INFORMATION WAS BASED
ON, WHO KNEW OF THIS AND WHO KNEW OF ANY GRAY-MARKET
TRANSACTIONS PER SE AND WHO PROFITED FROM ANY GRAY-
MARKET TRANSACTIONS; IT IS ALSO NECESSARY TO
INVESTIGATE TO WHAT EXTENT THE COMPANY HAS MEANWHILE
PAID DAMAGES, TO WHAT EXTENT THESE JUDGMENTS ARE
FINAL, WHICH FURTHER CLAIMS FOR DAMAGES ARE TO BE
FREED OR HAVE ALREADY BEEN FILED, AND AGAINST WHICH
EMPLOYEES OR EXECUTIVES RECOURSE CAN BE SOUGHT
PROPOSAL #22.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142 (1) OF THE
GERMAN STOCK CORPORATION ACT ?AKTG? TO EXAMINE THE
ISSUE OF WHETHER, THE SUPERVISORY BOARD SUFFICIENTLY
MONITORED THE ADMINISTRATION OF THE FORMER CHAIRMAN OF
THE BOARD OF MANAGEMENT JURGEN SCHREMPP, WHETHER IT
PARTICULARLY IN VIEW OF HIS SERVICES GRANTED HIM
APPROPRIATELY HIGH REMUNERATION, WHETHER THE
SUPERVISORY BOARD CHECKED THAT ALL BENEFITS TO THE
FORMER CHAIRMAN OF THE BOARD OF MANAGEMENT WERE
RECORDED AS BOARD OF MANAGEMENT REMUNERATION, AND
WHETHER IN THE CASE OF THE EMPLOYMENT OF FAMILY
MEMBERS AND RELATIVES OF THE FORMER CHAIRMAN OF THE
BOARD OF MANAGEMENT THE SUPERVISORY BOARD DEMANDED AND
MONITORED THE RENDERING OF APPROPRIATE SERVICES, OR
ARRANGED FOR THIS TO BE DONE, AND IF SO, WHO IS/ WAS
RESPONSIBLE FOR DOING THIS
PROPOSAL #23.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142(1)OF THE
GERMAN STOCK CORPORATION ACT ?AKTG? TO CLAIM DAMAGES
FROM CURRENT AND FORMER MEMBERS OF THE SUPERVISORY
BOARD DUE TO THE GRANTING OF IN APPROPRIATE
REMUNERATION FOR FORMER BOARD OF MANAGEMENT CHAIRMAN
JURGEN SCHREMPP, DUE TO THE UNAUTHORIZED FAILURE TO
CLAIM COMPENSATION FOR DAMAGES FROM JURGEN SCHREMPP,
AND DUE TO THE UNAUTHORIZED FAILURE TO RECLAIM
INAPPROPRIATE ELEMENTS OF REMUNERATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAIMLERCHRYSLER AG, STUTTGART
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/4/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMENDMENT TO THE ARTICLE OF ASSOCIATION ISSUER YES FOR N/A
IN RESPECT OF THE COMPANY'S NAME BEING CHANGED TO
DAIMLER AG
PROPOSAL #2.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMENDMENT TO THE ARTICLE OFASSOCIATION IN
RESPECT OF THE COMPANY'S NAME BEING CHANGED TO
DAIMLER-BENZ AG
PROPOSAL #3.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS PER SECTION
142(1) OF THE GERMAN STOCK CORPORATION ACT IN
CONNECTION WITH THE WASTE OF FINANCIAL MEANS REGARDING
THE NAME CHANGE OF THE COMPANY
PROPOSAL #4.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: RESOLUTION OF A VOTE OF NO-CONFIDENCE
AGAINST MR. ERICH KLEMM, MEMBER OF THE SUPERVISORY
BOARD
PROPOSAL #5.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMENDMENT TO THE ARTICLE OFASSOCIATION IN
RESPECT OF THE SHAREHOLDERS MEETING BEING HELD IN
STUTTGART AS OF THE 2009 FY IF THE PREVIOUS TWO
MEETINGS WERE HELD AT A DIFFERENT PLACE
PROPOSAL #6.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMENDMENT TO THE ARTICLE OFASSOCIATION IN
RESPECT OF AGE-RESTRICTIONS FOR MEMBERS OF THE
SUPERVISORY BOARD
PROPOSAL #7.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMENDMENT TO THE ARTICLE OFASSOCIATION IN
RESPECT OF MEMBERS OF THE SUPERVISORY BOARD BEING
INTERDICTED TO BE A MEMBER OF THE BOARD OF MANAGING
DIRECTORS OF ANOTHER DAX-30 COMPANY
PROPOSAL #8.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMENDMENT TO THE ARTICLE OFASSOCIATION IN
RESPECT OF SHAREHOLDERS STATEMENTS
PROPOSAL #9.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMENDMENT TO THE ARTICLE OFASSOCIATION IN
CONNECTION WITH SPECIAL COUNTING METHODS
PROPOSAL #10.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMENDMENT TO THE ARTICLE OFASSOCIATION IN
RESPECT OF THE MINUTES OF THE SHAREHOLDERS MEETING
BEING TAKEN
PROPOSAL #11.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMENDMENT TO THE ARTICLE OFASSOCIATION IN
RESPECT OF THE COMPANY BEING TRANSFORMED INTO A
EUROPEAN COMPANY ?SE?
PROPOSAL #12.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS PER
SECTION 142?1? OF THE GERMAN STOCK CORPORATION ACT IN
CONNECTION WITH THE MERGER BETWEEN THE COMPANY AND
CHRYSLER CORPORATION
PROPOSAL #13.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS PER
SECTION 142?1? OF THE GERMAN STOCK CORPORATION ACT IN
CONNECTION WITH THE STOCK OPTION PLAN 2003
PROPOSAL #14.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS PER
SECTION 142?1? OF THE GERMAN STOCK CORPORATION ACT IN
CONNECTION WITH THE INTERVIEW GIVEN BY MR. JUERGEN
SCHREMPP TO FINANCIAL TIMES
PROPOSAL #15.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS PER
SECTION 142?1? OF THE GERMAN STOCK CORPORATION ACT IN
CONNECTION WITH IMPROPER ACTIONS OF CURRENT OR FORMER
MEMBERS OF THE BOARD OF MANAGING DIRECTORS OR OF THE
SUPERVISORY BOARD
PROPOSAL #16.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS PER
SECTION 142?1? OF THE GERMAN STOCK CORPORATION ACT IN
CONNECTION WITH INCOMPLETE OR INACCURATE INFORMATION
GIVEN BY DR. ZETSCHE AND OTHER EMPLOYEES OF THE COMPANY
PROPOSAL #17.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS PER
SECTION 142?1? OF THE GERMAN STOCK CORPORATION ACT IN
CONNECTION WITH THE CONTROL OF THE FORMER CHAIRMAN OF
THE BOARD OF MANAGING DIRECTORS MR. JUERGEN SCHREMPP
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DBS GROUP HOLDINGS LTD, SINGAPORE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/2/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE DIRECTORS ISSUER YES FOR FOR
REPORT AND AUDITED ACCOUNTS FOR THE YE 31 DEC 2007 AND
THE AUDITORS REPORT THEREON
PROPOSAL #2.: DECLARE A ONE-TIER TAX EXEMPT FINAL ISSUER YES FOR FOR
DIVIDEND OF 20 CENTS PER ORDINARY SHARE, FOR THE YE 31
DEC 2007
PROPOSAL #3.a: APPROVE TO SANCTION THE AMOUNT OF SGD ISSUER YES FOR FOR
1,750,945 PROPOSED AS THE DIRECTORS FEES FOR 2007
PROPOSAL #3.b: APPROVE TO SANCTION THE AMOUNT OF SGD ISSUER YES FOR FOR
1,000,000 PROPOSED AS SPECIAL REMUNERATION FOR MR. KOH
BOON HWEE FOR 2007
PROPOSAL #4.a: RE-ELECT MR. JOHN ALAN ROSS AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES UNDER ARTICLE 95 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.b: RE-ELECT MR. WONG NGIT LIONG AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES UNDER ARTICLE 95 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. CHRISTOPHER CHENG WAI CHEE, ISSUER YES FOR FOR
WHO RETIRES UNDER ARTICLE 101 OF THECOMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #6.: APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY IN PLACE OF THERETIRING
AUDITORS, MESSRS ERNST & YOUNG, TO HOLD OFFICE UNTIL
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY AND
AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #7.a: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER YES AGAINST AGAINST
COMPANY 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 SHARE PLAN ?PREVIOUSLY KNOWN AS THE DBSH
PERFORMANCE SHARE PLAN? SHALL NOT EXCEED 7.5% OF THE
TOTAL NUMBER OF ISSUED SHARES ?EXCLUDING TREASURY
SHARES? IN THE CAPITAL OF THE COMPANY FROM TIME TO TIME
PROPOSAL #7.b: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER YES AGAINST AGAINST
COMPANY TO OFFER AND GRANT AWARDS IN ACCORDANCE WITH
THE PROVISIONS OF THE DBSH 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 SHARE PLAN, PROVIDED
ALWAYS THAT THE AGGREGATE NUMBER OF NEW DBSH ORDINARY
SHARES TO BE ISSUED PURSUANT TO THE DBSH SHARE PLAN
AND THE DBSH SHARE OPTION PLAN SHALL NOT EXCEED 7.5%
OF THE TOTAL NUMBER OF ISSUED SHARES ?EXCLUDING
TREASURY SHARES? IN THE CAPITAL OF THE COMPANY FROM
TIME TO TIME
PROPOSAL #7.c: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES FOR FOR
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: 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 TOTAL
NUMBER OF ISSUED SHARES ?EXCLUDING TREASURY SHARES? IN
THE CAPITAL OF THE COMPANY ?AS CALCULATED IN
ACCORDANCE WITH THIS RESOLUTION?, 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 TOTAL NUMBER OF
ISSUED SHARES ?EXCLUDING TREASURY SHARES? IN THE
CAPITAL OF THE COMPANY ?AS CALCULATED IN ACCORDANCE
WITH THIS RESOLUTION?; ?SUBJECT TO SUCH MANNER OF
CALCULATION AND ADJUSTMENTS AS MAY BE PRESCRIBED BY
THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED
?SGX-ST? FOR THE PURPOSE OF DETERMINING THE AGGREGATE
NUMBER OF SHARES THAT MAY BE ISSUED UNDER THIS
RESOLUTION, THE PERCENTAGE OF ISSUED SHARES SHALL BE
BASED ON THE TOTAL NUMBER OF ISSUED SHARES ?EXCLUDING
TREASURY 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 BONUS ISSUE, CONSOLIDATION OR
SUBDIVISION 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 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; AND
?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 TO BE HELD?
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DBS GROUP HOLDINGS LTD, SINGAPORE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/2/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR FOR
FOR THE PURPOSES OF SECTIONS 76C AND 76E OF THE
COMPANIES ACT, CHAPTER 50 ?THE COMPANIES ACT?, THE
EXERCISE BY THE DIRECTORS OF DBSH OF ALL THE POWERS OF
DBSH TO PURCHASE OR OTHERWISE ACQUIRE ISSUED ORDINARY
SHARES IN THE CAPITAL OF THE DBSH ?ORDINARY SHARES?,
NOT EXCEEDING 10% OF THE ISSUED ORDINARY SHARES OF
DBSH, AT SUCH PRICE OR PRICES AS MAY BE DETERMINED BY
THE DIRECTORS 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 SCHEME(S) SHALL SATISFIES THE
CONDITIONS PRESCRIBED BY THE COMPANIES ACT AND
OTHERWISE IN ACCORDANCE WITH ALL OTHER LAWS AND
REGULATIONS AND RULES OF THE SGX-ST OR, AS THE CASE
MAY BE, OTHER EXCHANGE AS MAY FOR THE TIME BEING
APPLICABLE ?THE SHARE PURCHASES MANDATE?; ?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 TO BE HELD?; AND AUTHORIZE THE
DIRECTORS OF THE COMPANY TO COMPLETE AND DO ALL SUCH
ACTS AND THINGS ?INCLUDING EXECUTING SUCH DOCUMENTS AS
MAY BE REQUIRED? AS THEY AND/OR HE MAY CONSIDER
EXPEDIENT OR NECESSARY TO GIVE EFFECT TO THE
TRANSACTIONS CONTEMPLATED AND/OR AUTHORIZED BY THIS
RESOLUTION
PROPOSAL #S.2: AMEND THE ARTICLE 91 OF THE ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION OF THE COMPANY AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DENWAY MOTORS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE AUDITED ISSUER YES FOR FOR
FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS
AND THE INDEPENDENT AUDITOR FOR THE YE 31 DEC 2007
PROPOSAL #2.i: DECLARE A FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #2.ii: DECLARE A SPECIAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #3.i: RE-ELECT MR. ZHANG BAOQING AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.ii: RE-ELECT MR. FU SHOUJIE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.iii: RE-ELECT MR. LEE KA LUN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.iv: RE-ELECT MR. FUNG KA PUN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.v: AUTHORIZE THE BOARD OF DIRECTORS TO FIX ISSUER YES FOR FOR
THE REMUNERATION OF THE DIRECTORS
PROPOSAL #4.: RE-APPOINT THE AUDITOR AND AUTHORIZE THE ISSUER YES FOR FOR
BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE
AUDITOR
PROPOSAL #5.: AUTHORIZE THE DIRECTORS, DURING THE ISSUER YES FOR FOR
RELEVANT PERIOD ?AS SPECIFIED? OF ALL POWERS OF THE
COMPANY TO REPURCHASE SHARES IN THE CAPITAL OF THE
COMPANY ON THE STOCK EXCHANGE OF HONG KONG LIMITED
?THE STOCK EXCHANGE? OR ON 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 THIS PURPOSE, SUBJECT TO
AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND THE
REQUIREMENTS OF THE RULES GOVERNING THE LISTING OF
SECURITIES ON THE STOCK EXCHANGE OR OF ANY OTHER STOCK
EXCHANGE AS AMENDED FROM TIME TO TIME; SHALL NOT
EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE
ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF THE
PASSING OF THIS RESOLUTION; ?AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE
HELD?
PROPOSAL #6.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES AGAINST AGAINST
TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES IN THE
CAPITAL OF THE COMPANY AND TO 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?; TO 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? WHICH WOULD OR MIGHT REQUIRE SHARES TO BE
ALLOTTED, DURING AND AFTER THE RELEVANT PERIOD; SHALL
NOT EXCEED 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE
ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF THE
PASSING OF THIS RESOLUTION; OTHERWISE THAN PURSUANT
TO: A) A RIGHTS ISSUE ?AS SPECIFIED?; OR B) AN ISSUE
OF SHARES UPON THE EXERCISE OF SUBSCRIPTION RIGHTS
UNDER ANY OPTION SCHEME OR SIMILAR ARRANGEMENT FOR THE
TIME BEING ADOPTED FOR THE GRANT OR ISSUE TO THE
GRANTEES AS SPECIFIED IN SUCH SCHEME OR SIMILAR
ARRANGEMENT OF SHARES OR RIGHTS TO ACQUIRE SHARES OF
THE COMPANY; OR C) ANY ISSUE OF SHARES PURSUANT TO THE
EXERCISE OF RIGHTS OF SUBSCRIPTION OR CONVERSION
UNDER THE TERMS OF ANY EXISTING 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
PROVIDING FOR THE ALLOTMENT OF SHARES IN LIEU OF THE
WHOLE OR PART OF THE DIVIDEND ON SHARES OF THE COMPANY
IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE
COMPANY; ?AUTHORITY EXPIRES AT THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE
EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF
THE COMPANY IS REQUIRED BY LAW TO BE HELD?
PROPOSAL #7.: APPROVE, CONDITIONAL UPON THE PASSING OF ISSUER YES AGAINST AGAINST
THE ORDINARY RESOLUTIONS 5 AND 6 IN THE NOTICE
CONVENING THIS MEETING, TO EXTEND THE GENERAL MANDATE
GRANTED TO THE DIRECTORS OF THE COMPANY TO EXERCISE
THE POWERS OF THE COMPANY TO ALLOT, ISSUE AND DEAL
WITH ANY ADDITIONAL SHARES OF THE COMPANY PURSUANT TO
ORDINARY RESOLUTION 6 OF THE NOTICE CONVENING THIS
MEETING BY THE ADDITION THERETO OF AN AMOUNT
REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY
UNDER THE AUTHORITY GRANTED PURSUANT TO ORDINARY
RESOLUTION 5 OF THE NOTICE CONVENING THIS MEETING,
PROVIDED THAT SUCH EXTENDED AMOUNT SHALL NOT EXCEED
10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AT THE DATE OF THE
PASSING OF THIS RESOLUTION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEUTSCHE BANK AG, FRANKFURT AM MAIN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
STATUTORY REPORTS FOR FISCAL 2007
PROPOSAL #2.: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF EUR 4.50 PER SHARE
PROPOSAL #3.: APPROVE DISCHARGE OF MANAGEMENT BOARD ISSUER YES FOR FOR
FOR FISCAL 2007
PROPOSAL #4.: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
FOR FISCAL 2007
PROPOSAL #5.: RATIFY KPMG DEUTSCHE TREUHAND- ISSUER YES FOR FOR
GESELLSCHAFT AG AS THE AUDITORS FOR FISCAL 2008
PROPOSAL #6.: AUTHORIZE REPURCHASE OF UP TO 5 % OF ISSUER YES FOR FOR
ISSUED SHARE CAPITAL FOR TRADING PURPOSES
PROPOSAL #7.: AUTHORIZE SHARE REPURCHASE PROGRAM AND ISSUER YES FOR FOR
REISSUANCE OR CANCELLATION OF REPURCHASED SHARES
PROPOSAL #8.: AUTHORIZE USE OF FINANCIAL DERIVATIVES ISSUER YES FOR FOR
WHEN REPURCHASING SHARES
PROPOSAL #9.1: ELECT MR. CLEMENS BOERSIG TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.2: ELECT MR. KARL-GERHARD EICK TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.3: ELECT MR. HENNING KAGERMANN TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.4: ELECT MR. SUZANNE LABARGE TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.5: ELECT MR. TILMAN TODENHOEFER TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.6: ELECT MR. WERNER WENNING TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.7: ELECT MR. PETER JOB TO THE SUPERVISORY ISSUER YES FOR FOR
BOARD
PROPOSAL #9.8: -NOTE- NO LONGER AVAILABLE FOR RE- ISSUER YES FOR FOR
ELECTION
PROPOSAL #9.9: ELECT MR. MAURICE LEVY TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.10: ELECT MR. JOHANNES TEYSSEN TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #10.: APPROVE CREATION OF EUR 140 MILLION ISSUER YES FOR FOR
POOL OF CAPITAL WITHOUT PREEMPTIVE RIGHTS
PROPOSAL #11.: APPROVE ISSUANCE OF CONVERTIBLE BONDS ISSUER YES FOR FOR
AND BONDS WITH WARRANTS ATTACHED WITHOUT PREEMPTIVE
RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF EUR 9
BILLION, APPROVE CREATION OF EUR 150 MILLION POOL OF
CAPITAL TO GUARANTEE CONVERSION RIGHTS
PROPOSAL #12.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: INSTRUCTION TO THE MANAGEMENT BOARD TO MAKE
ALL PREPARATIONS TO SPIN OFF INVESTMENT BANKING
BUSINESS WITHIN TWO YEARS
PROPOSAL #13.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: AMENDMENT TO THE ARTICLES OF ASSOCIATION -
RESTRICTION ON RISKY BUSINESS IN THE U. S. A.
PROPOSAL #14.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: AMENDMENT TO THE ARTICLES OF ASSOCIATION -
RESTRICTION ON THE NUMBER OF ADDITIONAL MANDATES FOR
REPRESENTATIVES OF THE SHAREHOLDERS ON THE SUPERVISORY
BOARD
PROPOSAL #15.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: AMENDMENT TO THE ARTICLES OF ASSOCIATION -
SEPARATE COUNTING OF VOTES CAST BY DIFFERENT
SHAREHOLDER GROUPS
PROPOSAL #16.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: AMENDMENT TO THE ARTICLES OF ASSOCIATION -
PRODUCTION OF WORD-FOR-WORD MINUTES (TRANSCRIPTIONS)
OF PROCEEDINGS AT THE GENERAL MEETING
PROPOSAL #17.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: PROPOSAL FOR RESOLUTION ON THE PERFORMANCE
OF A SPECIAL AUDIT PURSUANT TO PARAGRAPH 142 (1)
GERMAN STOCK CORPORATION ACT TO INVESTIGATE THE
QUESTION OF WHETHER MANAGEMENT BODIES OF THE COMPANY
INFRINGED THEIR DUTIES OF CARE WHEN, IN SPRING 2003,
CLOSE TO THE LOWEST POINT REACHED ON THE STOCK MARKET
FOR SEVERAL YEARS, 14.6 MILLION OPTIONS WITH AN
EXERCISE PRICE OF ONLY € 47.53 PER SHARE WERE
ISSUED TO SELECTED EXECUTIVES OF THE COMPANY
PROPOSAL #18.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPLICATION FOR RESOLUTION ON THE
PERFORMANCE OF A SPECIAL AUDIT PURSUANT TO PARAGRAPH
142 (1) GERMAN STOCK CORPORATION ACT TO INVESTIGATE
THE QUESTION OF WHETHER MANAGEMENT BODIES OF THE
COMPANY INFRINGED THEIR DUTIES OF CARE OR COMMITTED
ACTIONS IN BREACH OF TRUST FOR PERSONAL REASONS IN THE
MANAGEMENT OF THE SHAREHOLDING IN DAIMLER AG
(FORMERLY DAIMLERCHRYSLER AG)
PROPOSAL #19.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPLICATION FOR RESOLUTION ON THE
PERFORMANCE OF A SPECIAL AUDIT PURSUANT TO PARAGRAPH
142 (1) GERMAN STOCK CORPORATION ACT TO INVESTIGATE
THE QUESTION OF WHETHER IN THE YEARS 2003 TO 2007, IN
BREACH OF DUTIES OF CARE, BONUSES WERE PAID TO
EMPLOYEES AND EXECUTIVES WHICH, SUBJECT TO CAREFUL
CONSIDERATION OF THE LEGAL RISKS ARISING OUT OF THE
TRANSACTIONS FOR WHICH THE BONUSES WERE PAID, SHOULD
NOT HAVE BEEN GRANTED OR, IF AT ALL, ONLY WITH A
CLAUSE ALLOWING THEM TO BE CALLED BACK
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEUTSCHE LUFTHANSA AG, KOELN
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 572,421,965 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1.25 PER REGISTERED SHARE
EX-DIVIDEND AND PAYABLE DATE 30 APR 2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER NO N/A N/A
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.: AUTHORIZATION TO ACQUIRE OWN SHARES THE ISSUER NO N/A N/A
COMPANY SHALL BE AUTHORIZED TO ACQUIRE OWN SHARES OF
UP TO 10 %; OF ITS SHARE CAPITAL, AT PRICES NOT
DEVIATING MORE THAN 10% FROM THE MARKET PRICE OF THE
SHARES, ON OR BEFORE 28 OCT 2009; THE BOARD OF
MANAGING DIRECTORS SHALL BE AUTHORIZED TO DISPOSE OF
THE SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE
OR A RIGHTS OFFERING IF THE SHARES ARE SOLD AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE, TO USE THE
SHARES FOR ACQUISITION PURPOSES OR FOR SATISFYING
CONVERSION OR OPTION RIGHTS, TO USE THE SHARES AS
EMPLOYEE SHARES, AND TO RETIRE THE SHARES;
SHAREHOLDERS SUBSCRIPTION RIGHTS SHALL BE EXCLUDED; 6
AMENDMENT TO SECTION 15 OF THE ARTICLES OF ASSOCIATION
IN RESPECT OF THE LAST DATE FOR SHAREHOLDER
REGISTRATION FOR ATTENDANCE AT THE SHAREHOLDERS;
MEETING BEING EXTENDED FROM THE 3 TO THE 7 DAY BEFORE
THE MEETING IN QUESTION
PROPOSAL #6.: AMENDMENT TO SECTION 15 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION IN RESPECT OF THE LAST DATE FOR
SHAREHOLDER REGISTRATION FOR ATTENDANCE AT THE
SHAREHOLDERS; MEETING BEING EXTENDED FROM THE 3 TO THE
7 DAY BEFORE THE MEETING IN QUESTION
PROPOSAL #7.: APPOINTMENT OF AUDITORS FOR THE 2008 FY: ISSUER NO N/A N/A
PRICEWATERHOUSECOOPERS AG, DUSSELDORF
PROPOSAL #8.: ELECTIONS TO THE SUPERVISORY BOARD ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEUTSCHE POST AG, BONN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/6/2008 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 APPROVED CONSOLIDATED
FINANCIAL STATEMENTS, OF THE MANAGEMENT REPORT FOR THE
COMPANY AND THE GROUP EACH WITH THE EXPLANATORY
REPORT ON INFORMATION IN ACCORDANCE WITH SECTIONS
289?4? AND 315?4? HGB ?GERMAN COMMERCIAL CODE?, AND OF
THE REPORT BY THE SUPERVISORY BOARD FOR FY 2007
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR FOR
DISTRIBUTABLE PROFIT OF EUR 1,337,632,042.54 AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.90 PER NO-PAR
SHARE EUR 250,361,389.84 SHALL BE ALLOCATED TO THE
OTHER REVENUE RESERVES EX-DIVIDEND AND PAYABLE DATE 07
MAY 2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER YES FOR FOR
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #5.: APPOINTMENT OF AUDITORS FOR THE 2008 FY: ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS AG, DUESSELDORF
PROPOSAL #6.: RENEWAL OF THE AUTHORIZATION TO ACQUIRE ISSUER YES FOR FOR
OWN SHARES THE COMPANY SHALL BE AUTHORIZED TO ACQUIRE
OWN 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 31 OCT
2009 THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED 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, TO USE
THE SHARES WITHIN THE SCOPE OF THE COMPANY'S STOCK
OPTION PLAN OR FOR SATISFYING CONVERSION OR OPTION
PROPOSAL #7.: ELECTIONS TO THE SUPERVISORY BOARD- ISSUER YES FOR FOR
PROF. DR. WULF VON SCHIMMELMANN
PROPOSAL #8.: RESOLUTIONS ON AMENDMENTS TO THE ISSUER YES FOR FOR
ARTICLES OF ASSOCIATION AS FOLLOWS: A? RESOLUTION ON
AN AMENDMENT TO THE ARTICLES OF ASSOCIATION IN
ACCORDANCE WITH THE NEW TRANSPARENCY DIRECTIVE
IMPLEMENTATION LAW SECTION 4?2?, REGARDING THE COMPANY
BEING AUTHORIZED TO TRANSMIT INFORMATION TO
SHAREHOLDERS BY ELECTRONIC MEANS; B? SECTION 14?7?,
REGARDING THE SUPERVISORY BOARD BEING AUTHORIZED TO
DECIDE ON EDITORIAL AMENDMENTS TO THE ARTICLES OF
ASSOCIATION SECTION 17?8?, DELETION; C? SECTION
17?3?2, REGARDING MEMBERS OF THE NOMINATION COMMITTEE
SHALL NOT RECEIVE AN ADDITIONAL REMUNERATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DIAGEO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/16/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS AND THE AUDITORS ISSUER YES FOR N/A
REPORTS AND THE ACCOUNTS FOR THE YE 30 JUN 2007
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 30 JUN 2007
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ON THE ORDINARY ISSUER YES FOR N/A
SHARES
PROPOSAL #4.: RE-ELECT MS. MARIA LILJA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. NICK C. ROSE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. PAUL A. WALKER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR ISSUER YES FOR N/A
OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT AGM
AT WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY AND
AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITOR'S
REMUNERATION
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ALL OTHER SUCH AUTHORITIES, TO ANY ISSUE OF
RELEVANT SECURITIES ?SECTION 80 OF THE COMPANIES ACT
1985 ?AS AMENDED?? MADE ?OR OFFERED OR AGREED TO BE
MADE? PURSUANT TO SUCH AUTHORITIES PRIOR TO THIS
RESOLUTION BEING PASSED, TO ALLOT RELEVANT SECURITIES
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 253,783,000
FOR THE PURPOSES AND ON THE TERMS OF THE ARTICLE 10(B)
OF THE COMPANY'S ARTICLE OF ASSOCIATION; ?AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 15 JAN 2009?; 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, FOR THE ISSUER YES FOR N/A
PURPOSES AND ON THE TERMS OF ARTICLE 10(C) OF THE
COMPANY'S ARTICLES OF ASSOCIATION, PURSUANT TO SECTION
95 OF THE COMPANIES ACT 1985 ?AS AMENDED?, TO ALLOT
EQUITY SECURITIES ?SECTION 94 OF THAT ACT? FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED BY THE RESOLUTION
8 AND/OR WHERE SUCH ALLOTMENT CONSTITUTES AN ALLOTMENT
OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A) OF
THAT ACT, DISAPPLYING SECTION 89(1) OF THAT ACT,
PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT
OF EQUITY SECURITIES; ?AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR ON
15 JAN 2009?; AND THE DIRECTORS MAY SO ALLOT IN
ACCORDANCE WITH ARTICLE 10(C)(III) ?THE SECTION 95
PRESCRIBED AMOUNT REFERRED TO IN ARTICLE 10(C)(III)
SHALL BE GBP 38,067,000
PROPOSAL #S.10: AUTHORIZE THE COMPANY FOR THE PURPOSES ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985 ?AS AMENDED?
TO MAKE MARKET PURCHASES ?SECTION 163 OF THAT ACT? OF
UP TO 263,122,000 OF ITS ORDINARY SHARES OF 28
101/108 PENCE EACH, AT A MINIMUM PRICE OF 28 101/108
PENCE AND THE MAXIMUM PRICE WHICH MAY BE PAID IS AN
AMOUNT EQUAL TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR AN 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 NEXT AGM OR ON 15 JAN
2009?; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #11.: AUTHORIZE THE COMPANY AND ALL COMPANIES ISSUER YES ABSTAIN N/A
AT ANY TIME DURING THE PERIOD FOR WHICH THIS
RESOLUTION HAS EFFECT SUBSIDIARIES OF THE COMPANY, IN
ACCORDANCE WITH SECTION 366 OF THE COMPANIES ACT 2006
?THE ACT? TO MAKE POLITICAL DONATIONS ?SECTION 364 OF
THAT ACT? NOT EXCEEDING GBP 200,000 IN TOTAL AND TO
POLITICAL PARTIES ?SECTION 363 OF THE ACT? NOT
EXCEEDING GBP 200,000 IN TOTAL DURING THE BEGINNING
WITH THE DATE OF PASSING OF THIS RESOLUTION AND ENDING
AT THE END OF THE NEXT AGM OF THE COMPANY OR ON 15
JAN 2009; AND APPROVE THE AGGREGATE AMOUNT OF
POLITICAL DONATIONS AND POLITICAL EXPENDITURE MADE AND
INCURRED BY THE COMPANY AND ITS SUBSIDIARIES PURSUANT
TO THIS RESOLUTION SHALL NOT EXCEED GBP 200,000
PROPOSAL #12.: APPROVE AND ADOPT THE DIAGEO PLC 2007 ISSUER YES FOR N/A
UNITED STATES EMPLOYEE STOCK PURCHASE PLAN, AS
SPECIFIED; AND AUTHORIZE THE BOARD TO DO ALL ACTS AND
THINGS WHICH IT MAY CONSIDER NECESSARY OR DESIRABLE TO
CARRY THE SAME INTO EFFECT AND TO MAKE SUCH CHANGES
AS IT MAY CONSIDER APPROPRIATE FOR THAT PURPOSE,
INCLUDING MAKING ANY CHANGES REQUIRED UNDER THE UNITED
STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED
PROPOSAL #S.13: AMEND THE ARTICLES OF ASSOCIATION AS ISSUER YES FOR N/A
SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND THE REPORT OF THE BOARD
OF MDS PURSUANT TO SECTIONS 289(4) AND 315(4) OF THE
GERMAN COMMERCIAL CODE
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 2,589,653,406.20 AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 4.10 PER NO-PAR
SHARE EX-DIVIDEND AND PAYABLE DATE: 02 MAY 2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER NO N/A N/A
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.A: ELECT MR. ULRICH HARTMANN AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #5.B: ELECT MR. ULRICH HOCKER AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #5.C: ELECT PROF. DR. ULRICH LEHNER AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.D: ELECT MR. BARD MIKKELSEN AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #5. E: ELECT DR. HENNING SCHULTE-NOELLE AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.F: ELECT MS. KAREN DE SEGUNDO AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #5.G: ELECT DR. THEO SIEGERT AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #5.H: ELECT PROF. DR. WILHELM SIMSON AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.I: ELECT DR. GEORG FREIHERR VON WALDENFELS ISSUER NO N/A N/A
AS A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.J: ELECT MR. WERNER WENNING AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #6.: APPOINTMENT OF AUDITORS FOR THE 2008 FY: ISSUER NO N/A N/A
PRICEWATERHOUSECOOPERS AG, DUESSELDORF
PROPOSAL #7.: RENEWAL OF THE AUTHORIZATION TO ACQUIRE ISSUER NO N/A N/A
OWN SHARES THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED TO ACQUIRE SHARES OF THE COMPANY OF UP TO
10% OF ITS SHARE CAPITAL, ON OR BEFORE 30 OCT 2009 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, THE COMPANY SHALL ALSO BE
AUTHORIZED TO ACQUIRE OWN SHARES OF UP TO 5% OF ITS
SHARE CAPITAL 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, WITHIN A PERIOD OF 1 YEAR THE
BOARD OF MANAGING DIRECTORS SHALL BE AUTHORIZED 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
CONVERSION OR OPTION RIGHTS, TO OFFER THE SHARES TO
EXECUTIVES AND EMPLOYEES OF THE COMPANY AND ITS
AFFILIATES, AND TO RETIRE THE SHARES
PROPOSAL #8.: RESOLUTION ON THE CONVERSION OF THE ISSUER NO N/A N/A
COMPANY'S BEARER SHARES INTO REGISTERED SHARES
PROPOSAL #9.: RESOLUTION ON A CAPITAL INCREASE FROM ISSUER NO N/A N/A
COMPANY RESERVES, A SPLIT OF THE COMPANY'S SHARE
CAPITAL, AND THE CORRESPONDENT AMENDMENTS TO THE
ARTICLE OF ASSOCIATION A) THE SHARE CAPITAL OF EUR
1,734,200,000 SHALL BE INCREASED BY EUR 266,800,000 TO
EUR 2,001,000,000 THROUGH THE CONVERSION OF CAPITAL
RESERVES OF EUR 266,800,000 WITHOUT THE ISSUE OF NEW
SHARES B) THE COMPANY'S SHARE CAPITAL OF THEN EUR
2,001,000,000 SHALL BE REDENOMINATED BY WAY OF A 3-
FOR-1 STOCK SPLIT INTO 2,001,000,000 REGISTERED SHARES
WITH A THEORETICAL PAR VALUE OF EUR 1 EACH THE
REMUNERATION OF THE SUPERVISORY BOARD SHALL BE
ADJUSTED IN RESPECT OF THE VARIABLE REMUNERATION
PROPOSAL #10.: AMENDMENTS TO THE ARTICLE OF ISSUER NO N/A N/A
ASSOCIATION AS FOLLOWS: A) RESOLUTION ON AN AMENDMENT
TO THE ARTICLE OF ASSOCIATION, IN ACCORDANCE WITH THE
NEW TRANSPARENCY DIRECTIVE IMPLEMENTATION LAW SECTION
23(2), REGISTER THE COMPANY BEING AUTHORIZED TO
TRANSMIT INFORMATION TO SHAREHOLDERS BY ELECTRONIC
MEANS B) SECTIONS 15(2)2 AND 15(3)2, REGISTERED
MEMBERS OF THE NOMINEE COMMITTEE BEING EXEMPTED FROM
THE ADDITIONAL REMUNERATION C) SECTION 19(1), REGISTER
THE CHAIRMAN OF THE SUPERVISORY BOARD OR ANOTHER
MEMBER OF THE SUPERVISORY BOARD APPOINTED BY THE
CHAIRMAN BEING THE CHAIRMAN OF THE SHAREHOLDERS MEETING
PROPOSAL #11.: APPROVAL OF THE CONTROL AND PROFIT ISSUER NO N/A N/A
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARY FUEN FZEHNTE VERWALTUNGS GMBH, EFFECTIVE
RETROACTIVELY FROM 01 JAN 2008 UNTIL AT LEAST 31 DEC
2012
PROPOSAL #12.: APPROVAL OF THE CONTROL AND PROFIT ISSUER NO N/A N/A
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARY SECH ZEHNTE VERWALTUNGS GMBH, EFFECTIVE
RETROACTIVELY FROM 01 JAN 2008 UNTIL AT LEAST 31 DEC
2012 ENTITLED TO VOTE ARE THOSE SHAREHOLDERS OF RECORD
ON 09 APR 2008, WHO PROVIDE WRITTEN EVIDENCE OF SUCH
HOLDING AND WHO REGISTER WITH THE COMPANY ON OR BEFORE
23 APR 2008
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EDION CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR FOR
PROPOSAL #2: AMEND ARTICLES TO: APPROVE MINOR ISSUER YES FOR FOR
REVISIONS RELATED TO THE CURRENT COMPANYLAW, CHANGE
COMPANY'S LOCATION
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #4: APPROVE ADOPTION OF ANTI-TAKEOVER DEFENSE ISSUER YES AGAINST AGAINST
MEASURES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ELECTROLUX AB, STOCKHOLM
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/1/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MR. MARCUS WALLENBERG AS A ISSUER YES FOR FOR
CHAIRMAN OF THE AGM
PROPOSAL #2.: APPROVE THE VOTING LIST ISSUER YES FOR FOR
PROPOSAL #3.: APPROVE THE AGENDA ISSUER YES FOR FOR
PROPOSAL #4.: ELECT 2 MINUTES-CHECKERS ISSUER YES FOR FOR
PROPOSAL #5.: APPROVE TO DETERMINE WHETHER THE MEETING ISSUER YES FOR FOR
HAS BEEN PROPERLY CONVENED
PROPOSAL #6.: RECEIVE THE ANNUAL REPORT AND THE AUDIT ISSUER YES FOR FOR
REPORT AS WELL AS THE CONSOLIDATED ACCOUNTS AND THE
AUDIT REPORT FOR THE GROUP
PROPOSAL #7.: SPEECH BY THE PRESIDENT, MR. HANS ISSUER YES FOR FOR
STRABERG
PROPOSAL #8.: APPROVE THE ACTIVITIES OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND ITS COMMITTEES DURING THE PAST YEAR AND
THE AUDITOR'S PRESENTATION OF THE AUDIT WORK DURING
2007
PROPOSAL #9.: ADOPT THE INCOME STATEMENT AND THE ISSUER YES FOR FOR
BALANCE SHEET AS WELL AS THE CONSOLIDATED INCOME
STATEMENT AND THE CONSOLIDATED BALANCE SHEET
PROPOSAL #10.: GRANT DISCHARGE FROM LIABILITY OF THE ISSUER YES FOR FOR
DIRECTORS AND THE PRESIDENT
PROPOSAL #11.: APPROVE A DIVIDEND FOR THE FY 2007 OF ISSUER YES FOR FOR
SEK 4.25 PER SHARE AND FRIDAY, 04 APR 2008, AS RECORD
DATE FOR THE DIVIDEND
PROPOSAL #12.: APPROVE TO DETERMINE THE NUMBER OF ISSUER YES FOR FOR
DIRECTORS AT 9 AND NO DEPUTY DIRECTORS, INCONNECTION
THEREWITH, REPORT ON THE WORK OF THE NOMINATION
COMMITTEE
PROPOSAL #13.: APPROVE THE DIRECTORS FEES AS FOLLOWS: ISSUER YES FOR FOR
SEK 1,600,000 TO THE CHAIRMAN OF THE BOARD OF
DIRECTORS, SEK 550,000 TO THE DEPUTY CHAIRMAN OF THE
BOARD OF DIRECTORS, SEK 475,000 TO EACH OF THE OTHER
DIRECTORS APPOINTED BY THE GENERAL MEETING BUT NOT
EMPLOYED BY ELECTROLUX, AND FOR COMMITTEE WORK, TO THE
MEMBERS WHO ARE APPOINTED BY THE BOARD OF DIRECTORS:
SEK 200,000 TO THE CHAIRMAN OF THE AUDIT COMMITTEE AND
SEK 85,000 TO EACH OF THE MEMBERS OF THE COMMITTEE
AND SEK 120,000 TO THE CHAIRMAN OF THE REMUNERATION
COMMITTEE AND SEK 55,000 TO EACH OF THE MEMBERS OF
COMMITTEE; THE NOMINATION COMMITTEE PROPOSES THAT IT
BE POSSIBLE TO PAY PART OF THE FEES TO THE DIRECTORS,
IN RESPECT OF THEIR ASSIGNMENT TO THE BOARD OF
DIRECTORS, IN THE FORM OF SO-CALLED SYNTHETIC SHARES,
ON THE SPECIFIED PRINCIPAL TERMS AND CONDITIONS; THE
AUDITOR'S FEE BE PAID ON THE APPROVED ACCOUNT
PROPOSAL #14.: RE-ELECT MESSRS. MARCUS WALLENBERG, ISSUER YES FOR FOR
PEGGY BRUZELIUS, TORBEN BALLEGAARD SORENSEN, JOHN
LUPO, BARBARA MILIAN THORALFSSON, JOHAN MOLIN, HANS
STRABERG, AND CAROLINE SUNDEWALL TO THE BOARD OF
DIRECTORS AND ELECT MR. HASSE JOHANSSON AS A NEW
DIRECTOR AND MR. MARCUS WALLENBERG AS THE CHAIRMAN OF
THE BOARD OF DIRECTORS
PROPOSAL #15.: APPROVE THE UNCHANGED NOMINATION ISSUER YES FOR FOR
COMMITTEE PROCESS IN RELATION TO THE PREVIOUS YEAR, ON
THE SPECIFIED TERMS
PROPOSAL #16.A: APPROVE THE SPECIFIED REMUNERATION ISSUER YES FOR FOR
GUIDELINES FOR THE ELECTROLUX GROUP MANAGEMENT
PROPOSAL #16.B: APPROVE TO IMPLEMENT A PERFORMACE ISSUER YES FOR FOR
BASED, LONG-TERM SHARE PROGRAM FOR 2008 ?SHARE PROGRAM
2008? ON THE SPECIFIED TERMS
PROPOSAL #17.A: AUTHORIZE THE BOARD FOR THE PERIOD ISSUER YES FOR FOR
UNTIL THE NEXT AGM, TO RESOLVE ON ACQUISITIONS OF
ELECTROLUX SHARES ON THE SPECIFIED TERMS AND CONDITIONS
PROPOSAL #17.B: AUTHORIZE THE BOARD, FOR THE PERIOD ISSUER YES FOR FOR
UNTIL THE NEXT AGM, TO RESOLVE ON TRANSFERS OF
ELECTROLUX SHARES IN CONNECTION WITH OR AS A
CONSEQUENCE OF THE COMPANY ACQUISITIONS ON THE
SPECIFIED TERMS AND CONDITIONS
PROPOSAL #17.C: AUTHORIZE THE COMPANY, ON ACCOUNT OF ISSUER YES AGAINST AGAINST
THE COMPANY'S EMPLOYEE STOCK OPTION PROGRAMS FOR 2001-
2003 AND PERFORMANCE SHARE PROGRAM FOR 2006, TO
TRANSFER A MAXIMUM OF 3,000,000 SHARES OF SERIES B IN
THE COMPANY TO COVER COSTS, INCLUDING SOCIAL SECURITY
CHARGES, THAT MAY ARISE A RESULT OF SPECIFIED
PROGRAMS; ?AUTHORITY EXPIRES AT THE NEXT AGM?
PROPOSAL #18.: AMEND THE ARTICLES 5 AND 7 OF THE ISSUER YES FOR FOR
ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #19.: CLOSING OF THE MEETING ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENCANA CORP MEDIUM TERM NTS CDS-
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. RALPH S. CUNNINGHAM AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.2: ELECT MR. PATRICK D. DANIEL AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.3: ELECT MR. IAN W. DELANEY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT MR. RANDALL K. ERESMAN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.5: ELECT MR. CLAIRE S. FARLEY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT MR. MICHAEL A. GRANDIN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.7: ELECT MR. BARRY W. HARRISON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.8: ELECT MR. DALE A. LUCAS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT MR. VALERIE A.A. NIELSEN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.10: ELECT MR. DAVID P. O BRIEN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.11: ELECT MR. JANE L. PEVERETT AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.12: ELECT MR. ALLAN P. SAWIN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT MR. JAMES M. STANFORD AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.14: ELECT MR. WAYNE G. THOMSON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.15: ELECT MR. CLAYTON H. WOITAS AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.: APPOINT THE PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR
AS THE AUDITORS AND AUTHORIZE THE BOARD OF DIRECTORS
TO FIX THEIR REMUNERATION
PROPOSAL #3.: AMEND THE STOCK OPTION PLAN ISSUER YES FOR FOR
PROPOSAL #4.: RECEIVE THE REPORT ON ESTABLISHING A ISSUER YES AGAINST AGAINST
STRATEGY FOR INCORPORATING COSTS OF CARBON INTO LONG-
TERM PLANNING
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENI S P A
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT AT 31 ISSUER NO N/A N/A
DEC 2007 OF THE SUBSIDIARY AGIPFUEL, BOARD OF
DIRECTORS, OF AUDITORS AND AUDIT FIRM REPORT,
ALLOCATION OF PROFIT
PROPOSAL #2.: APPROVE THE FINANCIAL STATEMENT AT 31 ISSUER NO N/A N/A
DEC 2007 OF THE SUBSIDIARY PRAOIL-OLEODOTTI ITALIANI,
BOARD OF DIRECTORS, OF AUDITORS AND AUDIT FIRM REPORT,
ALLOCATION OF PROFIT
PROPOSAL #3.: APPROVE THE FINANCIAL STATEMENT AT 31 ISSUER NO N/A N/A
DEC 2007, BOARD OF DIRECTORS, OF AUDITORS AND AUDIT
FIRM REPORT
PROPOSAL #4.: APPROVE THE ALLOCATION OF PROFIT ISSUER NO N/A N/A
PROPOSAL #5.: AUTHORIZE THE BUY BACK OWN SHARES ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENI S P A
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/9/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO DETERMINE THE BOARD OF ISSUER NO N/A N/A
DIRECTORS COMPONENTS
PROPOSAL #2.: APPROVE TO DETERMINE THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TERM
PROPOSAL #3.: APPOINT THE BOARD OF DIRECTORS ISSUER NO N/A N/A
PROPOSAL #4.: APPOINT THE BOARD OF DIRECTORS CHAIRMAN ISSUER NO N/A N/A
PROPOSAL #5.: APPROVE TO DETERMINE THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND CHAIRMAN EMOLUMENTS
PROPOSAL #6.: APPOINT THE BOARD OF AUDITORS ISSUER NO N/A N/A
PROPOSAL #7.: APPOINT THE BOARD OF AUDITORS CHAIRMAN ISSUER NO N/A N/A
PROPOSAL #8.: APPROVE TO DETERMINE THE REGULAR ISSUER NO N/A N/A
AUDITORS AND CHAIRMAN EMOLUMENTS
PROPOSAL #9.: APPROVE THE EMOLUMENTS OF THE NATIONAL ISSUER NO N/A N/A
AUDIT OFFICE MAGISTRATE APPOINTED AS DELEGATE TO THE
FINANCIAL CONTROL
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ERICSSON L M TEL CO
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/9/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MR. MICHAEL TRESCHOW AS A CHAIRMAN ISSUER YES FOR FOR
OF MEETING
PROPOSAL #2.: APPROVE THE LIST OF SHAREHOLDERS ISSUER YES FOR FOR
PROPOSAL #3.: APPROVE THE AGENDA OF THE MEETING ISSUER YES FOR FOR
PROPOSAL #4.: ACKNOWLEDGE THE PROPER CONVENING OF THE ISSUER YES FOR FOR
MEETING
PROPOSAL #5.: APPROVE TO DESIGNATE THE INSPECTOR?S? OF ISSUER YES FOR FOR
THE MINUTES OF THE MEETING
PROPOSAL #6.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #7.: RECEIVE THE BOARD AND COMMITTEE REPORTS ISSUER YES FOR FOR
PROPOSAL #8.: RECEIVE THE PRESIDENT'S REPORT, AND ISSUER YES FOR FOR
ALLOW QUESTIONS
PROPOSAL #9.a: APPROVE THE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
THE STATUTORY REPORTS
PROPOSAL #9.b: GRANT DISCHARGE TO THE BOARD AND ISSUER YES FOR FOR
PRESIDENT
PROPOSAL #9.c: APPROVE THE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF SEK 0.50 PER SHARE
PROPOSAL #10.a: APPROVE TO DETERMINE THE NUMBER OF ISSUER YES FOR FOR
MEMBERS ?10? AND THE DEPUTY MEMBERS ?0? OFTHE BOARD
PROPOSAL #10.b: APPROVE THE REMUNERATION OF THE ISSUER YES FOR FOR
DIRECTORS IN THE AMOUNT OF SEK 3.8 MILLION FOR
CHAIRMAN AND SEK 750,000 FOR OTHER DIRECTORS
?INCLUDING POSSIBILITY TO RECEIVE PART OF REMUNERATION
IN PHANTOM SHARES?, THE REMUNERATION OF THE COMMITTEE
MEMBERS
PROPOSAL #10.c: RE-ELECT MESSRS. MICHAEL TRESCHOW ISSUER YES FOR FOR
?CHAIRMAN?, PETER BONFIELD, BOERJE EKHOLM, ULF
JOHANSSON, SVERKER MARTIN-LOEF, NANCY MCKINSTRY,
ANDERS NYREN, CARL-HENRIC SVANBERG, AND MARCUS
WALLENBERG AS THE DIRECTORS; ELECT MR. ROXANNE AUSTIN
AS A NEW DIRECTOR
PROPOSAL #10.d: AUTHORIZE AT LEAST 5 PERSONS WHEREOF ISSUER YES FOR FOR
REPRESENTATIVES OF 4 OF COMPANY'S LARGEST SHAREHOLDERS
TO SERVE ON NOMINATING COMMITTEE
PROPOSAL #10.e: APPROVE THE OMISSION OF REMUNERATION ISSUER YES FOR FOR
OF NOMINATING COMMITTEE MEMBERS
PROPOSAL #10.f: APPROVE THE REMUNERATION OF THE ISSUER YES FOR FOR
AUDITORS
PROPOSAL #11.: APPROVE 1:5 REVERSE STOCK SPLIT ISSUER YES FOR FOR
PROPOSAL #12.: APPROVE THE REMUNERATION POLICY AND ISSUER YES FOR FOR
OTHER TERMS OF EMPLOYMENT FOR THE EXECUTIVE MANAGEMENT
PROPOSAL #13.1: APPROVE THE RE-ISSUANCE OF 17 MILLION ISSUER YES FOR FOR
REPURCHASED CLASS B SHARES FOR THE 2007LONG-TERM
INCENTIVE PLAN
PROPOSAL #13.2: APPROVE THE SWAP AGREEMENT WITH 3RD ISSUER YES AGAINST AGAINST
PARTY AS ALTERNATIVE TO THE ITEM 13.1
PROPOSAL #14.1a: APPROVE THE 2008 SHARE MATCHING PLAN ISSUER YES FOR FOR
FOR ALL EMPLOYEES
PROPOSAL #14.1b: GRANT AUTHORITY FOR THE RE-ISSUANCE ISSUER YES FOR FOR
OF 47.7 MILLION REPURCHASED CLASS B SHARES FOR 2008
SHARE MATCHING PLAN FOR ALL EMPLOYEES
PROPOSAL #14.1c: APPROVE THE SWAP AGREEMENT WITH 3RD ISSUER YES AGAINST AGAINST
PARTY AS ALTERNATIVE TO THE ITEM 14.1B
PROPOSAL #14.2a: APPROVE THE 2008 SHARE MATCHING PLAN ISSUER YES FOR FOR
FOR KEY CONTRIBUTORS
PROPOSAL #14.2b: GRANT AUTHORITY FOR THE RE-ISSUANCE ISSUER YES FOR FOR
OF 33.6 MILLION REPURCHASED CLASS B SHARES FOR 2008
SHARE MATCHING PLAN FOR KEY CONTRIBUTORS
PROPOSAL #14.2c: APPROVE THE SWAP AGREEMENT WITH 3RD ISSUER YES AGAINST AGAINST
PARTY AS ALTERNATIVE TO THE ITEM 14.2B
PROPOSAL #14.3a: APPROVE THE 2008 RESTRICTED STOCK ISSUER YES FOR FOR
PLAN FOR EXECUTIVES
PROPOSAL #14.3b: GRANT AUTHORITY FOR THE RE-ISSUANCE ISSUER YES FOR FOR
OF 18.2 MILLION REPURCHASED CLASS B SHARES FOR 2008
RESTRICTED STOCK PLAN FOR EXECUTIVES
PROPOSAL #14.3c: APPROVE THE SWAP AGREEMENT WITH 3RD ISSUER YES AGAINST AGAINST
PARTY AS ALTERNATIVE TO THE ITEM 14.3B
PROPOSAL #15.: GRANT AUTHORITY FOR THE RE-ISSUANCE OF ISSUER YES FOR FOR
72.2 MILLION REPURCHASED CLASS B SHARES TO COVER
SOCIAL COSTS IN CONNECTION WITH 2001 GLOBAL STOCK
INCENTIVE PROGRAM, 2003 STOCK PURCHASE PLAN, AND 2004,
2005, 2006, AND 2007 LONG-TERM INCENTIVE PLANS
PROPOSAL #16.: PLEASE NOTE THAT THIS IS A ISSUER YES AGAINST FOR
SHAREHOLDER'S PROPOSAL: APPROVE TO PROVIDE ALL SHARES
WITH EQUAL VOTING RIGHTS
PROPOSAL #17.: CLOSE MEETING ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EVRAZ GROUP SA, LUXEMBOURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPROVE THE REPORT OF THE STATUTORY ISSUER YES FOR FOR
AUDITOR AND THE EXTERNAL AUDITOR AND OF THE BOARD OF
DIRECTORS ON THE STAND ALONE ACCOUNTS OF THE COMPANY
AS PER 31 DEC 2007
PROPOSAL #1.2: APPROVE THE STAND-ALONE ACCOUNT AUDITED ISSUER YES FOR FOR
BY THE EXTERNAL AUDITOR OF THE COMPANY AS PER 31 DEC
2007
PROPOSAL #2.: APPROVE TO ALLOCATE THE RESULTS FOR THE ISSUER YES FOR FOR
PERIOD ENDING ON 31 DEC 2007 AS FOLLOWS: A? IN ORDER
TO COMPLY WITH APPLICABLE LAWS, THE COMPANY WILL
PROCURE ALLOCATION OF 5% OF NET PROFIT TO THE LEGAL
RESERVE UNTIL SUCH LEGAL RESERVE REACH 10% OF THE
SHARE CAPITAL; B? TO DISTRIBUTE ANNUAL DIVIDENDS TO
THE HOLDERS OF RECORD OF SHARES IN THE SHARE REGISTER
OF THE COMPANY AS OF 14 MAY 2008 IN PROPORTION TO
THEIR PARTICIPATION IN THE SHARE CAPITAL OF THE
COMPANY, PROVIDED THAT THE DIVIDEND PER 1 GDR SHALL BE
EURO EQUIVALENT OF USD 1.40 AND DIVIDEND PER 1 SHARE
IN THE COMPANY SHALL BE EURO EQUIVALENT OF USD 4.20;
C) THE DIVIDENDS SHALL BE PAID TO THE SHAREHOLDERS OF
RECORD AS OF 14 MAY 2008 BY 15 JUL 2008 AT THE LATEST,
PAYMENT OF THE DIVIDENDS TO THE GDRS HOLDERS SHALL BE
MADE IN ACCORDANCE WITH THE TERMS OF BUSINESS AND
PRACTICE OF BANK OF NEW YORK ACTING AS CUSTODIAN
PROPOSAL #3.1: APPROVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND OF THE EXTERNAL AUDITOR ON THE
CONSOLIDATED ACCOUNTS AS PER 31 DEC 2007
PROPOSAL #3.2: APPROVE THE CONSOLIDATED ACCOUNTS ISSUER YES FOR FOR
AUDITED BY THE EXTERNAL AUDITOR FOR THE YEAR ENDING 31
DEC 2007
PROPOSAL #4.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS OF THE COMPANY, TO THE STATUTORY
AUDITOR AND TO THE EXTERNAL AUDITOR FOR THE EXECUTION
OF THEIR MANDATE PERFORMED UNTIL 31 DEC 2007
PROPOSAL #5.: AMEND THE ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR FOR
COMPANY IN ORDER TO INCREASE THE NUMBER OF DIRECTORS
OF THE COMPANY FROM 9 TO 10 PERSONS STARTING FROM 15
MAY 2008 AND THE FIRST PARAGRAPH OF ARTICLE 6 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY AS SPECIFIED
PROPOSAL #6.1.a: ELECT MESSRS. ALEXANDER ABRAMOV, ISSUER YES FOR FOR
OTARI ARSHBA, GENNADY BOGOLYUBOV, JAMES W. CAMPBELL,
PHILIPPE DELAUNOIS, ALEXANDER FROLOV, OLGA
POKROVSKAYA, TERRY J. ROBINSON, EUGENE SHVIDLER,
EUGENE TENENBAUM, AS THE DIRECTORS FOR A PERIND ENDING
IMMEDIATELY AFTER THE APPROVAL OF THE ANNUAL ACCOUNTS
OF THE COMPANY COVERING THE PERIOD 01 JAN-31 DEC 2008
AS SPECIFIED
PROPOSAL #6.1.b: ELECT MS. ALEXANDRA TRUNOVA, AS THE ISSUER YES FOR FOR
STATUTORY AUDITOR OF THE COMPANY UNTIL APPROVAL OF THE
ANNUAL ACCOUNTS OF THE COMPANY COVERING THE PERIOD OF
01 JAN TO 31 DEC 2008
PROPOSAL #6.1.c: ELECT ERNST & YOUNG, AS THE EXTERNAL ISSUER YES FOR FOR
AUDITOR OF THE COMPANY UNTIL THE APPROVAL OF THE
ANNUAL ACCOUNTS OF THE COMPANY COVERING THE PERIOD OF
01 JAN-31 DEC 2008
PROPOSAL #6.2: APPROVE TO DETERMINE THE LEVEL OF ISSUER YES FOR FOR
REMUNERATION OF ALL DIRECTORS OF THE COMPANY ?WITH
EXCEPTION FOR MR. OTARI ARSHBA? TO BE FIXED FOR ALL
MANAGEMENT SERVICES RENDERED IN RESPECT OF EACH FY AND
BEING A FLAT ANNUAL FEE OF USD 150,000, PAYABLE BY
MONTHLY INSTALLMENTS OF USD 12,500 PAYABLE ON THE 25TH
DAY OF EACH CALENDAR MONTH, IN ADDITION TO THE
AFOREMENTIONED, ANY DIRECTOR MAY GET AN ADDITIONAL
COMPENSATION FOR ?A? SERVING AS A CHAIRMAN ON 1 OR
MORE OF THE BOARD COMMITTEES CREATED AND/OR TO BE
CREATED BY THE BOARD OF DIRECTORS PURSUANT TO THE
ARTICLES OF ASSOCIATIONS OF THE COMPANY, IN SUCH CASE,
SUCH DIRECTOR WILL BE GRANTED A FEE PAYABLE BY THE
COMPANY TOGETHER WITH THE ANNUAL FEES IN THE AMOUNT OF
USD 50,000, PAYABLE IN MONTHLY INSTALLMENTS OF USD
4,166.66; AND ?B? PARTICIPATING AS MEMBER OF THE BOARD
COMMITTEES FOR THE FEE OF USD 24,000, PAYABLE IN
MONTHLY INSTALLMENTS OF USD 2,000; FOR THE AVOIDANCE
OF DOUBT, THE FEES PAYABLE FOR THE CHAIRMANSHIP OF THE
COMMITTEE SHALL EXCLUDE THE RIGHT TO CLAIM THE
PAYMENT OF THE FEE FOR MEMBERSHIP, AND EVEN WHEN
ELECTED AS CHAIRMAN OF MORE THAN ONE COMMITTEE, SUCH
DIRECTOR SHALL BE ELIGIBLE FOR GETTING THE FEES FOR 1
CHAIRMANSHIP ONLY, THE FEES ABOVE REPRESENT THE
MAXIMUM FEE OF THE DIRECTORS AND CAN BE DECREASED
PURSUANT TO A RESPECTIVE DECISION OF THE BOARD OF
DIRECTORS OF THE COMPANY, IN ADDITION, THE BOARD OF
DIRECTORS MAY MODIFY THE MECHANICS OF PAYMENT OF THE
REMUNERATION OF DIRECTORS
PROPOSAL #6.3: APPROVE TO DETERMINE THE REMUNERATION ISSUER YES AGAINST AGAINST
OF MR. ALEXANDER V. FROLOV ?AS THE CHAIRMAN OF THE
BOARD OF DIRECTORS AND AS CHIEF EXECUTIVE OFFICER,
SUBJECT TO HIS ELECTION BY THE BOARD OF DIRECTORS AT
THE MEETING IMMEDIATELY FOLLOWING THE AGM? CONSISTING
OF THE FOLLOWING: ?I? THE DIRECTORS FEE AS STATED IN
PARAGRAPH 7.2 ABOVE PLUS ANY APPLICABLE FEES FOR
PARTICIPATION IN THE WORK OF THE BOARD COMMITTEES; AND
?II? A BONUS ?WHICH THE COMPANY IS IN NO OBLIGATION
TO PAY AND IF THE COMPANY SHALL PAY A BONUS IN ANY 1
YEAR, THIS SHALL NOT GIVE RISE TO A CONTRACTUAL
ENTITLEMENT TO A BONUS IN FUTURE YEARS? SUBJECT TO THE
DISCRETION OF THE REMUNERATION COMMITTEE OF THE
COMPANY AND BY THE BOARD OF DIRECTORS OF THE COMPANY,
THE BONUS CONTEMPLATED IS SUBJECT TO THE ACHIEVEMENT
OF A PERFORMANCE CONDITION BASED ON THE TARGET VALUE
FIGURES SET OUT BY THE BOARD OF DIRECTORS FOR THE
CHAIRMAN OF THE BOARD AS TO THE KEY PERFORMANCE
INDICATORS
PROPOSAL #6.4: AUTHORIZE THE CHAIRMAN OF THE BOARD OF ISSUER YES FOR FOR
THE COMPANY TO SIGN THE MANAGEMENT SERVICE AGREEMENTS
?INCLUDING ANY AMENDMENTS AND MODIFICATIONS THERETO?
WITH MR. JAMES CAMPBELL, MR. PHILIPPE DELAUNOIS AND
MR. TERRY J. ROBINSON ?AS INDEPENDENT DIRECTORS OF THE
COMPANY?
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FLEXTRONICS INTERNATIONAL LTD.
TICKER: FLEX CUSIP: Y2573F102
MEETING DATE: 9/27/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO AUTHORIZE THE DIRECTORS OF ISSUER YES FOR FOR
FLEXTRONICS TO ALLOT AND ISSUE ITS ORDINARY SHARES
PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED
JUNE 4, 2007, AMONG FLEXTRONICS, SATURN MERGER CORP.
AND SOLECTRON CORPORATION.
PROPOSAL #2A: RE-ELECTION OF MR. JAMES A. DAVIDSON AS ISSUER YES FOR FOR
A DIRECTOR OF FLEXTRONICS.
PROPOSAL #2B: RE-ELECTION OF MR. LIP-BU TAN AS A ISSUER YES FOR FOR
DIRECTOR OF FLEXTRONICS.
PROPOSAL #03: RE-APPOINTMENT OF MR. ROCKWELL A. ISSUER YES FOR FOR
SCHNABEL AS A DIRECTOR OF FLEXTRONICS.
PROPOSAL #04: TO APPROVE THE RE-APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS FLEXTRONICS'S INDEPENDENT
AUDITORS FOR THE 2008 FISCAL YEAR.
PROPOSAL #05: TO APPROVE THE GENERAL AUTHORIZATION FOR ISSUER YES FOR FOR
THE DIRECTORS OF FLEXTRONICS TO ALLOT AND ISSUE
ORDINARY SHARES.
PROPOSAL #06: TO APPROVE THE CASH COMPENSATION PAYABLE ISSUER YES FOR FOR
TO FLEXTRONICS NON-EMPLOYEE DIRECTORS.
PROPOSAL #07: TO APPROVE THE RENEWAL OF THE SHARE ISSUER YES FOR FOR
PURCHASE MANDATE RELATING TO ACQUISITIONS BY
FLEXTRONICS OF ITS OWN ISSUED ORDINARY SHARES.
PROPOSAL #08: TO APPROVE AN AMENDMENT TO THE 2001 ISSUER YES AGAINST AGAINST
EQUITY INCENTIVE PLAN TO INCREASE THE MAXIMUM NUMBER
OF ORDINARY SHARES WHICH MAY BE ISSUED AS SHARE
BONUSES BY 5,000,000 ORDINARY SHARES.
PROPOSAL #09: TO APPROVE AN AMENDMENT TO THE 2001 ISSUER YES AGAINST AGAINST
EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF
ORDINARY SHARES RESERVED FOR ISSUANCE BY 10,000,000
SHARES.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FOLLI FOLLIE SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/19/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL FINANCIAL STATEMENTS, ISSUER NO N/A N/A
PARENT AND CONSOLIDATED FOR THE FY 2007 TOGETHER WITH
THE BOARD OF DIRECTORS AND THE AUDITORS RELEVANT
REPORTS
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE NET ISSUER NO N/A N/A
PROFITS AFTER TAX FOR THE FY 2007 AND THE DIVIDEND
DISTRIBUTION TO THE SHAREHOLDERS
PROPOSAL #3.: APPROVE THE SALARIES FOR THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: APPROVE THE WAIVER OF LIABILITY OF THE ISSUER NO N/A N/A
MEMBERS OF THE BOARD OF DIRECTORS AND THE CHARTERED
AUDITORS ACCOUNTANTS FOR THE FY 2007
PROPOSAL #5.: ELECT 1 ORDINARY AND 1 SUBSTITUTE ISSUER NO N/A N/A
CHARTERED AUDITOR ACCOUNTANT FOR THE FY 2008 AND
APPROVE TO DETERMINE THEIR SALARIES
PROPOSAL #6.: AMEND THE ARTICLES 5, 11, 12, 16, 17, ISSUER NO N/A N/A
19, 20, 22, 23, 24, 26, 27, 28, 30, 31,33, 34, 38, 41,
42, 43, 44, 48, 49, 50 OF THE COMPANY'S ARTICLES OF
ASSOCIATION SO THAT IT IS HARMONIZED WITH THE NEW
PROVISION OF THE LAW 2190/1920 AND CODIFICATION OF THE
NEW ARTICLES OF ASSOCIATION
PROPOSAL #7.: APPROVE THE ISSUANCE OF A COMMON BOND ISSUER NO N/A N/A
LOAN UP TO THE AMOUNT OF EUR 335,000,000 TO REPAY THE
EXISTING DEBT OF THE COMPANY ACCORDING TO THE LAW
3156/2003 AND PROVISION OF THE RELEVANT PROXIES TO THE
BOARD OF DIRECTORS FOR SETTLING THE SPECIFIC TERMS OF
THE SAID LOAN
PROPOSAL #8.: GRANT AUTHORITY TO PURCHASE OWN SHARES ISSUER NO N/A N/A
ACCORDING TO ARTICLE 16 OF THE LAW 2190/1920 AS IT IS
CURRENTLY IN FORCE
PROPOSAL #9.: VARIOUS ANNOUNCEMENTS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FONDIARIA - SAI SPA, FIRENZE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE FINANCIAL STATEMENT AT 31 ISSUER NO N/A N/A
DEC 2007, OF THE BOARD OF DIRECTORS, THE AUDITORS AND
THE AUDIT FIRM REPORT, ADJOURNMENT THEREOF
PROPOSAL #O.2: APPOINT AN ALTERNATE AUDITOR ISSUER NO N/A N/A
PROPOSAL #O.3: APPROVE THE RESOLUTIONS ON OWN SHARES ISSUER NO N/A N/A
PROPOSAL #O.4: APPROVE THE RESOLUTIONS IN CONFORMITY ISSUER NO N/A N/A
WITH THE ARTICLE 2359-BIS CIVIL CODE
PROPOSAL #E.1: APPROVE THE REDUCTION OF SHARE CAPITAL ISSUER NO N/A N/A
AND AMEND ARTICLE 5 OF CORPORATE BY-LAWS, ADJOURNMENT
THEREOF
PROPOSAL #E.2: AMEND ARTICLES 3 AND 24 OF CORPORATE ISSUER NO N/A N/A
BY-LAWS, ADJOURNMENT THEREOF
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FORTIS SA/NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/6/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE TO MAKE A PUBLIC OFFER TO BE ISSUER NO N/A N/A
LAUNCHED BY FORTIS, ROYAL BANK OF SCOTLAND AND
SANTANDER THROUGH A JOINTLY OWNED COMPANY ON 100% OF
THE ISSUED AND OUTSTANDING SHARE CAPITAL OF ABN AMRO
HOLDING N.V., AND TO THUS ACQUIRE AN ECONOMIC INTEREST
IN CERTAIN BUSINESSES OF THE ABN AMRO GROUP; AND TO
SUBSEQUENTLY ACQUIRE CERTAIN BUSINESSES OF THE ABN
AMRO GROUP FROM THE JOINTLY OWNED COMPANY, ALL AS
SPECIFIED
PROPOSAL #3.1: SPECIAL REPORT BY THE BOARD OF ISSUER NO N/A N/A
DIRECTORS ON THE USE AND PURPOSE OF THE AUTHORIZED
CAPITAL PREPARED IN ACCORDANCE WITH ARTICLE 604 OF THE
BELGIAN COMPANIES CODE
PROPOSAL #3.2.1: APPROVE THE PROPOSAL TO CANCEL THE ISSUER NO N/A N/A
UNUSED BALANCE OF THE AUTHORIZED CAPITAL EXISTING AT
THE DATE OF THE PUBLICATION IN THE BELGIAN STATE
GAZETTE OF THE AMENDMENT TO THE ARTICLES OF
ASSOCIATION OF THE COMPANY RESOLVED BY THE EGM OF
SHAREHOLDERS OF 06 AUG 2007 AND TO MERGE THE
PARAGRAPHS A) AND B) IN ONE PARAGRAPH WORDED AS
FOLLOWS: A) SUBJECT TO TWINNED SHARE PRINCIPLE, THE
BOARD OF DIRECTORS IS AUTHORIZED TO INCREASE THE
COMPANY CAPITAL, IN ONE OR MORE TRANSACTIONS, WITH A
MAXIMUM AMOUNT OF ONE BILLION ONE HUNDRED AND FORTY-
EIGHT MILLION ONE HUNDRED AND TWELVE THOUSAND
(1,148,112,000) EUROS. THIS AUTHORIZATION IS GRANTED
TO THE BOARD OF DIRECTORS FOR A PERIOD OF 3 YEARS
STARTING ON THE DATE OF THE PUBLICATION IN THE BELGIAN
STATE GAZETTE OF THE AMENDMENT TO THE ARTICLES OF
ASSOCIATION OF THE COMPANY RESOLVED BY THE EGM OF
SHAREHOLDERS OF 06 AUG 2007
PROPOSAL #3.2.2: APPROVE THE PROPOSAL TO INCLUDE A NEW ISSUER NO N/A N/A
PARAGRAPH B) WORDED AS FOLLOWS: B) FURTHERMORE, IN
THE CONTEXT OF A PUBLIC OFFER ON, AND THE ACQUISITION
OF CERTAIN BUSINESSES OF ABN AMRO HOLDING N.V., THE
BOARD OF DIRECTORS IS AUTHORIZED TO INCREASE THE
COMPANY CAPITAL, WITH A MAXIMUM AMOUNT OF FOUR BILLION
SIX HUNDRED AND NINE MILLION FIVE HUNDRED AND EIGHTY-
FOUR THOUSAND ?4,609,584,000? EUROS; THIS ADDITIONAL
AUTHORIZATION IS GRANTED TO THE BOARD OF DIRECTORS
UNTIL 31 MAR 2008 AND WILL EXPIRE ON THAT DATE IF THE
BOARD OF DIRECTORS HAS NOT PARTIALLY OR FULLY USED IT
IN THE AFOREMENTIONED CONTEXT BY SUCH A DATE
PROPOSAL #3.2.3: APPROVE THE PROPOSAL TO REPLACE IN ISSUER NO N/A N/A
PARAGRAPH C) THE WORD AUTHORIZATION WITHTHE WORD
AUTHORIZATIONS
PROPOSAL #3.3: APPROVE THE PROPOSAL TO DELEGATE ISSUER NO N/A N/A
AUTHORITY TO THE COMPANY SECRETARY, WITH POWER TO SUB-
DELEGATE, TO COORDINATE THE TEXT OF THE ARTICLES OF
ASSOCIATION IN ACCORDANCE WITH THE DECISIONS MADE
PROPOSAL #4.: CLOSING ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FORTIS SA/NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/6/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE TO MAKE A PUBLIC OFFER TO BE ISSUER NO N/A N/A
LAUNCHED BY FORTIS, ROYAL BANK OF SCOTLAND AND
SANTANDER THROUGH A JOINTLY OWNED COMPANY ON 100% OF
THE ISSUED AND OUTSTANDING SHARE CAPITAL OF ABN AMRO
HOLDING N.V., AND TO THUS ACQUIRE AN ECONOMIC INTEREST
IN CERTAIN BUSINESSES OF THE ABN AMRO GROUP; AND II)
TO SUBSEQUENTLY ACQUIRE CERTAIN BUSINESSES OF THE ABN
AMRO GROUP FROM THE JOINTLY OWNED COMPANY, AS SPECIFIED
PROPOSAL #3.1: AMEND ARTICLE 8 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS SPECIFIED
PROPOSAL #3.2: AUTHORIZE ANY AND ALL MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AS WELL AS ANY AND ALL CIVIL-LAW
NOTARIES, ASSOCIATES AND PARALEGALS PRACTICING WITH DE
BRAUW BLACKSTONE WESTBROEK TO DRAW UP THE DRAFT OF
THE REQUIRED NOTARIAL DEED OF AMENDMENT TO THE
ARTICLES OF ASSOCIATION, TO APPLY FOR THE REQUIRED
MINISTERIAL DECLARATION OF NO-OBJECTION, AS WELL AS TO
EXECUTE THE NOTARIAL DEED OF AMENDMENT TO THE
ARTICLES OF ASSOCIATION
PROPOSAL #4.: CLOSURE ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FORTIS SA/NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.1.1: DISCUSSION OF THE ANNUAL REPORT ON ISSUER NO N/A N/A
THE FY 2007
PROPOSAL #2.1.2: DISCUSSION OF THE CONSOLIDATED ANNUAL ISSUER NO N/A N/A
ACCOUNTS FOR THE FY 2007
PROPOSAL #2.1.3: APPROVE THE DISCUSSION AND PROPOSAL ISSUER NO N/A N/A
TO ADOPT THE STATUTORY ANNUAL ACCOUNTS OFTHE COMPANY
FOR THE FY 2007
PROPOSAL #2.2.1: COMMENTS ON THE DIVIDEND POLICY ISSUER NO N/A N/A
PROPOSAL #2.2.2: APPROVE THE PROPOSAL TO ADOPT A GROSS ISSUER NO N/A N/A
DIVIDEND FOR THE 2007 FY OF EUR 1.176 FORTIS UNIT, AS
AN INTERIM DIVIDEND OF EUR 0.70, EQUAL TO EUR 0.586
AFTER ADJUSTMENT WITH A COEFFICIENT OF 0.83715, WAS
PAID IN SEP 2007, THE PROPOSED FINAL DIVIDEND AMOUNTS
TO EUR 0.59 PER FORTIS UNITS AND WILL BE PAYABLE AS
FROM 27 MAY 2008
PROPOSAL #2.3: APPROVE THE DISCHARGE TO THE MEMBERS OF ISSUER NO N/A N/A
THE BOARD OF DIRECTORS FOR THE FY 2007
PROPOSAL #3.: COMMENTS ON FORTI'S GOVERNANCE RELATING ISSUER NO N/A N/A
TO THE REFERENCE CODES AND THE APPLICABLE PROVISIONS
REGARDING CORPORATE GOVERNANCE
PROPOSAL #4.1.1: RE-ELECT MR. COUNT MAURICE LIPPENS ISSUER NO N/A N/A
FOR A PERIOD OF 4 YEARS, UNTIL THE CLOSE OF THE AGM OF
SHAREHOLDERS 2012
PROPOSAL #4.1.2: RE-ELECT MR. JACQUES MANARDO FOR A ISSUER NO N/A N/A
PERIOD OF 3 YEARS, UNTIL THE CLOSE OF THE AGM OF
SHAREHOLDERS 2011
PROPOSAL #4.1.3: RE-ELECT MR. RANA TALWAR FOR A PERIOD ISSUER NO N/A N/A
OF 3 YEARS, UNTIL THE CLOSE OF THE AGM OF
SHAREHOLDERS 2011
PROPOSAL #4.1.4: RE-ELECT MR. JEAN-PAUL VORTON FOR A ISSUER NO N/A N/A
PERIOD OF 3 YEARS, UNTIL THE CLOSE OF THEAGM OF
SHAREHOLDERS 2011
PROPOSAL #4.2: APPOINT MR. LOUIS CHEUNG CHI YAN FOR A ISSUER NO N/A N/A
PERIOD OF 3 YEARS, UNTIL THE CLOSE OF THE AGM OF
SHAREHOLDERS 2011
PROPOSAL #4.3: APPROVE TO RENEW THE MISSION OF KPMG ISSUER NO N/A N/A
ACCOUNTANTS N.V AS ACCOUNTANTS OF THE COMPANY FOR THE
FY 2009, 2010 AND 2011, TO AUDIT THE ANNUAL ACCOUNTS
PROPOSAL #5.: AUTHORIZE THE BOARD OF DIRECTORS FOR A ISSUER NO N/A N/A
PERIOD OF 18 MONTHS, TO ACQUIRE FORTISUNITS, IN WHICH
OWN FULLY PAID TWINNED SHARES OF FORTIS NY ARE
INCLUDED, UP TO THE MAXIMUM NUMBER PERMITTED BY THE
CIVIL CODE, BOOK 2, ARTICLE 98 PARAGRAPH 2 AND THIS:
A) THROUGH ALL AGREEMENTS, INCLUDING TRANSACTIONS ON
THE STOCK EXCHANGE AND PRIVATE TRANSACTIONS AT A PRICE
EQUAL TO THE AVERAGE OF THE CLOSING PRICES OF THE
FORTIS UNIT ON EURONEXT BRUSSELS AND EURONEXT
AMSTERDAM ON THE DAY IMMEDIATELY PRECEDING THE
ACQUISITION, PLUS A MAXIMUM OF FIFTEEN PERCENT (15%)
OR LESS A MAXIMUM OLLIFTEEN PERCENT (15%), OR B) BY
MEANS OF STOCK LENDING AGREEMENTS UNDER TERMS AND
CONDITIONS THAT COMPLY WITH COMMON MARKET PRACTICE FOR
THE NUMBER OF FORTIS UNITS FROM TIME TO TIME TO BE
BORROWED BY FORTIS NY
PROPOSAL #6.1: AMEND THE ARTICLE 3 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION ?AS SPECIFIED?
PROPOSAL #6.2: AMEND THE ARTICLE 8 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION ?AS SPECIFIED?; THE AUTHORIZED CAPITAL OF
THE COMPANY SHALL AMOUNT TO ?EUR 2,007,600,000?
DIVIDED INTO (1,820,000,000) PREFERENCE SHARES, EACH
WITH A NOMINAL VAIUE OF ?EUR 0.42); AND
?2,960,000,000? TWINNED SHARES, EACH WITH A NOMINAL
VALUE OF ?EUR 0.42?
PROPOSAL #6.3: AUTHORIZE ANY OR ALL MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AS WELL AS ANY AND ALLCIVIL-LAW
NOTARIES, ASSOCIATES AND PARALEGALS PRACTISING WITH DE
BRAUW BLACKSTONE WESTBROEK TO DRAW UP THE DRAFT OF
THE REQUIRED NOTARIAL DEED OF AMENDMENT TO THE
ARTICLES OF ASSOCIATION, TO APPLY FOR THE REQUIRED
MINISTERIAL DECLARATION OF NO-OBJECTION, AS WELL AS TO
EXECUTE THE NOTARIAL DEED OF AMENDMENT TO THE
ARTICLES OF ASSOCIATION
PROPOSAL #7.: CLOSURE ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FORTIS SA/NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.1.1: DISCUSSION OF THE ANNUAL REPORT ON ISSUER NO N/A N/A
THE FY 2007
PROPOSAL #2.1.2: DISCUSSION OF THE CONSOLIDATED ANNUAL ISSUER NO N/A N/A
ACCOUNTS FOR THE FY 2007
PROPOSAL #2.1.3: APPROVE THE DISCUSSION AND PROPOSAL ISSUER NO N/A N/A
TO ADOPT THE STATUTORY ANNUAL ACCOUNTS OFTHE COMPANY
FOR THE FY 2007
PROPOSAL #2.1.4: APPROVE THE PROFIT APPROPRIATION OF ISSUER NO N/A N/A
THE COMPANY FOR THE FY 2006
PROPOSAL #2.2.1: COMMENTS ON THE DIVIDEND POLICY ISSUER NO N/A N/A
PROPOSAL #2.2.2: APPROVE THE PROPOSAL TO ADOPT A GROSS ISSUER NO N/A N/A
DIVIDEND FOR THE 2007 FY OF EUR 1.176 FORTIS UNIT, AS
AN INTERIM DIVIDEND OF EUR 0.70, EQUAL TO EUR 0.586
AFTER ADJUSTMENT WITH A COEFFICIENT OF 0.83715, WAS
PAID IN SEP 2007, THE PROPOSED FINAL DIVIDEND AMOUNTS
TO EUR 0.59 PER FORTIS UNITS AND WILL BE PAYABLE AS
FROM 27 MAY 2008
PROPOSAL #2.3.1: APPROVE TO DISCHARGE THE MEMBERS OF ISSUER NO N/A N/A
THE BOARD OF DIRECTORS FOR THE FY 2007
PROPOSAL #2.3.2: APPROVE TO DISCHARGE THE AUDITOR FOR ISSUER NO N/A N/A
THE FY 2007
PROPOSAL #3.: COMMENTS ON FORTIS GOVERNANCE RELATING ISSUER NO N/A N/A
TO THE REFERENCE CODES AND THE APPLICABLE PROVISIONS
REGARDING CORPORATE GOVERNANCE
PROPOSAL #4.1.1: RE-ELECT MR. COUNT MAURICE LIPPENS ISSUER NO N/A N/A
FOR A PERIOD OF 4 YEARS, UNTIL THE CLOSE OF THE OGM
OF SHAREHOLDERS 2012
PROPOSAL #4.1.2: RE-ELECT MR. JACQUES MANARDO FOR A ISSUER NO N/A N/A
PERIOD OF 4 YEARS, UNTIL THE CLOSE OF THEOGM OF
SHAREHOLDERS 2012
PROPOSAL #4.1.3: RE-ELECT MR. RANA TALWAR FOR A PERIOD ISSUER NO N/A N/A
OF 4 YEARS, UNTIL THE CLOSE OF THE OGMOF
SHAREHOLDERS 2012
PROPOSAL #4.1.4: RE-ELECT MR. JEAN-PAUL VORTON FOR A ISSUER NO N/A N/A
PERIOD OF 4 YEARS, UNTIL THE CLOSE OF THE OGM OF
SHAREHOLDERS 2012
PROPOSAL #4.2: APPOINT MR. LOUIS CHENG CHI YAN FOR A ISSUER NO N/A N/A
PERIOD OF 3 YEARS, UNTIL THE CLOSE OF THE OGM OF
SHAREHOLDERS 2012
PROPOSAL #4.3: APPOINT KPMG AS THE STATUTORY AUDITOR ISSUER NO N/A N/A
OF THE COMPANY FOR THE PERIOD OF 3 YEARS FOR THE FY
2009,2010 AND 2011 AND APPROVE TO SET THEIR
REMUNERATION AT AN ANNUAL AMOUNT OF EUR 396,950, THE
COMPANY KPMG WILL BE REPRESENTED BY MR. OLIVIER MICHEL
LANGE APPROVE THE PROPOSAL TO RENEW THE MISSION
OF KPMG ACCOUNTANTS N.V AS ACCOUNTANT OF THE COMPANY
FOR THE FINANCIAL YEARS 2009, 2010 AND 2011, TO AUDIT
THE ANNUAL ACCOUNTS
PROPOSAL #E.5.1: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER NO N/A N/A
THE COMPANY AND THE BOARD OF ITS DIRECT SUBSIDIARIES
FOR A PERIOD OF 18 MONTHS, STARTING AFTER THE END OF
THE GENERAL MEETING WHICH WILL DELIBERATE THIS POINT,
TO ACQUIRE FORTIS UNITS, IN WHICH TWINNED FORTIS SA/NV
SHARES ARE INCORPORATE, UP TO THE MAXIMUM NUMBER
AUTHORIZED BY ARTICLE 620 PARAGRAPH 1,2 OF THE
COMPANIES CODE, FOR EXCHANGE VALUES EQUIVALENT TO THE
AVERAGE OF THE CLOSING PRICES OF THE FORTIS UNIT ON
EURONEXT BRUSSELS AND EURONEXT AMSTERDAM ON THE DAY
IMMEDIATELY PRECEDING THE ACQUISITION, PLUS A MAXIMUM
OF 15% OR MINUS A MAXIMUM OF 15%
PROPOSAL #E.5.2: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER NO N/A N/A
THE COMPANY AND THE BOARDS OF ITS DIRECT SUBSIDIARIES
FOR A PERIOD OF 18 MONTHS STARTING AFTER THE END OF
THE GENERAL MEETING WHICH WILL DELIBERATE THIS POINT,
TO DISPOSE OF FORTIS UNITS, IN WHICH TWINNED FORTIS
SA/NV SHARES ARE INCORPORATED, UNDER THE CONDITIONS IT
WILL DETERMINE
PROPOSAL #E.6.1: RECEIVE THE REPORT COMMUNICATION OF ISSUER NO N/A N/A
THE SPECIAL REPORT BY THE BOARD OF DIRECTORS ON THE
USE AND PURPOSE OF THE AUTHORIZED CAPITAL PREPARED IN
ACCORDANCE WITH ARTICLE 604 OF THE BELGIAN COMPANIES
CODE
PROPOSAL #E62.1: AMEND ARTICLE 9 ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS SPECIFIED
PROPOSAL #E62.2: APPROVE TO REPLACE IN PARAGRAPH C) ISSUER NO N/A N/A
THE WORD AUTHORIZATIONS WITH THE WORD AUTHORIZATION
AND TO CANCEL PARAGRAPH B) AND TO CHANGE AS A
CONSEQUENCE THE PARAGRAPHS C) AND D) TO B) AND C),
SHAREHOLDERS MAY TO THAT EFFECT USE THE ENCLOSED FORM
PROPOSAL #7.: CLOSING ISSUER NO N/A N/A
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ISSUER: FORTUM CORPORATION, ESPOO
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/1/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ADOPT THE ACCOUNTS ISSUER YES FOR FOR
PROPOSAL #1.2: APPROVE THE ACTIONS ON PROFIT OR LOSS ISSUER YES FOR FOR
AND TO PAY A DIVIDEND OF EUR 1.35 PER SHARE
PROPOSAL #1.3: GRANT DISCHARGE FROM LIABILITY ISSUER YES FOR FOR
PROPOSAL #1.4: APPROVE THE REMUNERATION OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #1.5: APPROVE THE REMUNERATION OF THE BOARD ISSUER YES FOR FOR
MEMBERS
PROPOSAL #1.6: APPROVE THE REMUNERATION OF THE ISSUER YES FOR FOR
AUDITOR(S)
PROPOSAL #1.7: APPROVE THE NUMBER OF THE SUPERVISORY ISSUER YES FOR FOR
BOARD
PROPOSAL #1.8: APPROVE THE NUMBER OF THE BOARD MEMBERS ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT THE SUPERVISORY BOARD ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT THE BOARD MEMBERS ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT THE AUDITOR?S? ISSUER YES FOR FOR
PROPOSAL #2.: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
PROPOSAL #3.: AUTHORIZE THE BOARD TO DECIDE ON ISSUER YES FOR FOR
ACQUIRING THE COMPANY'S OWN SHARES
PROPOSAL #4.: APPOINT A NOMINATION COMMITTEE ISSUER YES AGAINST AGAINST
PROPOSAL #5.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO ABOLISH THE SUPERVISORY BOARD
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRANCE TELECOM SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS; AND APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 31 DEC 2007, AS
PRESENTED, SHOWING INCOME OF EUR 7,330,505,340.29;
ACCORDINGLY, GRANT PERMANENT DISCHARGE TO THE MEMBERS
OF THE BOARD OF DIRECTORS FOR THE PERFORMANCE OF THEIR
DUTIES DURING THE SAID FY
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS; AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: APPROVE TO DEDUCT FROM THE INCOME FOR ISSUER YES FOR FOR
THE FY ?OF 7,330,505,340.29? A SUM OF 3,070,312.40 TO
APPROPRIATE IT TO THE LEGAL RESERVE, 1,045,739,564.40
IT NOTES THAT THE DISTRIBUTABLE INCOME, AFTER
ALLOCATION OF EUR 3,070,312.40 TO THE LEGAL RESERVE
AND CONSIDERING THE CREDIT RETAINED EARNINGS OF EUR
8,512,649,858.16, IS OF EUR 15,840,084,886.05; RECEIVE
A NET DIVIDEND OF EUR 1.30 PER SHARE, AND WILL
ENTITLE TO THE 40% DEDUCTION PROVIDED BY THE FRENCH
TAX CODE; THIS DIVIDEND WILL BE PAID ON 03 JUN 2008;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES IN THE EVENT THAT THE COMPANY WOULD HOLD
SOME OF ITS OWN SHARES ON SUCH DATE, SO THAT THE
AMOUNT OF THE UNPAID DIVIDEND ON SUCH SHARES BE
ALLOCATED TO THE RETAINED EARNINGS; AS REQUIRED BY
LAW, IT IS REMINDED THAT FOR THE LAST 3 FYS, THE
DIVIDENDS PAID, WERE AS FOLLOWS: EUR 048 FOR FY 2004
ENTITLED TO THE 50% DEDUCTION PROVIDED BY THE FRENCH
TAX CODE EUR 1.00 FOR FY 2005, ENTITLED TO THE 40%
DEDUCTION PROVIDED BY THE FRENCH TAX CODE, EUR 1.20
FOR FY 2006, ENTITLED TO THE 40% DEDUCTION PROVIDED BY
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.38 OF
THE FRENCH COMMERCIAL CODE, APPROVE THE AGREEMENTS
ENTERED INTO AND AUTHORIZED DURING PREVIOUS FYS
PROPOSAL #O.5: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.42 OF
THE FRENCH COMMERCIAL CODE, AND APPROVE THE AGREEMENT
IN FAVOR OF MR. DIDIER LOMBARD
PROPOSAL #O.6: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER YES AGAINST AGAINST
BACK THE COMPANY'S SHARES ON THE OPENMARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 40.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10% OF THE SHARE CAPITAL, I.E. 261,434,891
SHARES ON 31 DEC 2008, MAXIMUM FUNDS INVESTED IN THE
SHARE BUYBACKS: EUR 10,457,395,644.00; THE NUMBER OF
SHARES 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; TO
CANCEL, EFFECTIVE IMMEDIATELY, FOR THE UNUSED PORTION
THEREOF, THE AUTHORITY GRANTED BY RESOLUTION NR. 5 OF
THE COMBINED SHAREHOLDERS MEETING OF 21 MAY 2007; TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES?AUTHORITY EXPIRES AT THE END OF
18 MONTH PERIOD?
PROPOSAL #O.7: RATIFY THE COOPTATION OF MR. CHARLES ISSUER YES FOR FOR
HENRI FILIPPI AS A DIRECTOR, TO REPLACE MR. STEPHANE
RICHARD WHO RESIGNED
PROPOSAL #O.8: RATIFY THE COOPTATION OF MR. JOSE LUIS ISSUER YES FOR FOR
DURAN AS A DIRECTOR, TO REPLACE MR. ARNAUD LAGARDERE
WHO RESIGNED
PROPOSAL #O.9: APPOINT MR. CHARLES HENRI FILIPPI AS A ISSUER YES FOR FOR
DIREECTOR, FOR THE TERM OF OFFICE PERIOD SET FORTH IN
ARTICLE NR. 13 OF THE BY-LAWS YEAR
PROPOSAL #O.10: APPOINT MR. JOSE LUIS DURAN AS A ISSUER YES FOR FOR
DIRECTOR, FOR THE TERM OF OFFICE PERIOD SET FORTH IN
ARTICLE NR. 13 OF THE BY-LAWS YEAR PERIOD
PROPOSAL #O.11: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER YES FOR FOR
EUR 600,000.00 TO THE MEMBERS OF THE BOARD OF DIRECTORS
PROPOSAL #E.12: AMEND THE ARTICLE NR. 13 OF THE BY-LAWS ISSUER YES FOR FOR
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE ON ONE OR MORE OCCASIONS, IN FRANCE OR
ABROAD, THE SHARE CAPITAL TO A MAXIMUM NOMINAL AMOUNT
OF EUR 80,000,000.00, BY ISSUANCE, WITH CANCELLATION
OF PREFERENTIAL SUBSCRIPTION RIGHTS, OF ORDINARY
SHARES TO BE SUBSCRIBED WITHER IN CASH OR BY THE
OFFSETTING OF DEBTS; THIS AMOUNT SHALL COUNT AGAINST
THE CEILING SET FORTH IN RESOLUTION NR. 17 OF THE
COMBINED SHAREHOLDERS MEETING OF 21 MAY 2007; TO
CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS IN FAVOR OF THE HOLDERS OF OPTIONS GIVING THE
RIGHT TO SUBSCRIBE FOR SHARES OR, OF SHARES OF ORANGE
SA, HAVING SIGNED A LIQUIDITY CONTRACT WITH THE
COMPANY; TO CANCEL EFFECTIVE IMMEDIATELY, FOR THE
UNUSED PORTION THEREOF, THE AUTHORITY GRANTED BY
RESOLUTION NR. 5 OF THE COMBINED SHAREHOLDERS MEETING
OF 21 MAY 2007;TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES?AUTHORITY EXPIRES
AT THE END OF 18 MONTH PERIOD?
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE ON ONE OR MORE OCCASIONS, IN FRANCE OR
ABROAD, THE SHARE CAPITAL TO A MAXIMUM NOMINAL AMOUNT
OF EUR 1,000,000.00 BY ISSUANCE, WITH CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS, AND ALLOCATION FREE
OF CHARGE, OF LIQUIDITY INSTRUMENTS OPTIONS ?ILO?:
WARRANTS GIVING THE RIGHT TO BE PAID IN CASH AND, OR
TO ORDINARY EXISTING SHARES AND, OR TO BE ISSUED; THIS
AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET
FORTH IN RESOLUTION NR. 16 OF THE COMBINED
SHAREHOLDERS MEETING OF 21 MAY 2007; TO CANCEL,
EFFECTIVE IMMEDIATELY, FOR THE UNUSED PORTION THEREOF,
THE AUTHORITY GRANTED BY RESOLUTION NR. 16 OF THE
COMBINED SHAREHOLDERS MEETING OF 21 MAY 2007 TO
CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS IN FAVOUR OF HOLDERS OF OPTIONS GIVING RIGHT TO
SUBSCRIBE TO SHARES OF ORANGE S.A HAVING SIGNED A
LIQUIDITY CONTRACT WITH THE COMPANY AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES?AUTHORITY EXPIRES AT THE END OF 18 MONTH
PERIOD?
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
AT ITS SOLE DISCRETION, BY WAY OF ISSUING ORDINARY
SHARES OR SECURITIES, IN FAVOR OF EMPLOYEES AND FORMER
EMPLOYEES WHO ARE MEMBERS OF A SAVINGS PLAN OF THE
GROUP FRANCE TELECOM OR BY THE ALLOCATION FREE OF
CHARGE, OF ORDINARY EXISTING OR FUTURE SHARES OF THE
COMPANY; THE CEILING OF THE NOMINAL AMOUNT OF CAPITAL
INCREASE OF FRANCE TELECOM RESULTING FROM THE ISSUES
CARRIED OUT BY VIRTUE OF THE PRESENT DELEGATION IS SET
AT EUR 500,000,000.00 ? THIS CEILING IS DIFFERENT
FROM THE CEILINGS OF CAPITAL INCREASE CARRIED OUT BY
WAY OF ISSUING ORDINARY SHARES OR SECURITIES
AUTHORIZED BY RESOLUTIONS NR. 8 TO 14 OF THE COMBINED
SHAREHOLDERS MEETING OF 21 MAY 2007 AND THE PREVIOUS
RESOLUTIONS NR. 13 AND 14; THE CEILING OF THE NOMINAL
AMOUNT OF CAPITAL INCREASES OF FRANCE TELECOM
RESULTING FROM THE ISSUES CARRIED OUT BY VIRTUE OF THE
PRESENT DELEGATION, BY CAPITALIZING RESERVES, PROFITS
OR PREMIUMS IS SET AT EUR 500,000,000.00 ?THIS
CEILING IS DIFFERENT FROM THE CEILING SET FORTH IN
RESOLUTION NR. 19 OF THE COMBINED SHAREHOLDERS
MEETING OF 21 MAY 2007?; TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR OF
BENEFICIARIES AFOREMENTIONED; APPROVE TO CANCEL
EFFECTIVE IMMEDIATELY, FOR THE UNUSED PORTION THEREOF,
THE AUTHORITY GRANTED BY RESOLUTION NR. 21 OF THE
COMBINED SHAREHOLDERS MEETING OF 21 MAY 2007TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES?AUTHORITY EXPIRES AT THE END OF 18 MONTH
PERIOD?
PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
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 A
STOCK REPURCHASE PLAN, UP TO A MAXIMUM OF 10% OF THE
SHARE CAPITAL OVER A 24 MONTH PERIOD; APPROVE TO
CANCEL, EFFECTIVE IMMEDIATELY, FOR THE UNUSED PORTION
THEREOF, THE AUTHORITY GRANTED BY RESOLUTION NR. 22 OF
THE COMBINED SHAREHOLDERS MEETING OF 21 MAY 2007
?AUTHORITY EXPIRES AT THE END OF 18 MONTH PERIOD?
PROPOSAL #E.17: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
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: 5/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND THE REPORT PURSUANT TO
SECTIONS 289(4) AND 315(4) OF THE GERMAN COMMERCIAL
CODE, AND APPROVAL OF THE FINANCIAL STATEMENTS FOR THE
2007 FY
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 668,683,462.20 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 0.54 PER ORDINARY SHARE
AND EUR 0.56 PER PREFERRED SHARE EUR 508,462,978.66
SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE DATE:
21 MAY 2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE GENERAL ISSUER NO N/A N/A
PARTNER
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD; DR. GERD KRICK, DR. DIETERSCHENK,
PROF. DR. BERND FAHRHOLZ, DR. WALTER L. WEISMAN, MR.
JOHN GERHARD KRINGEL AND MR. WILLIAM P. JOHNSTON
PROPOSAL #5.: APPOINTMENT OF THE AUDITORS FOR THE 2008 ISSUER NO N/A N/A
FY.: KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, FRANKFURT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRESENIUS SE, BAD HOMBURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND ANNUAL REPORT, AND THE REPORT PURSUANT TO SECTIONS
289(4) AND 315(4) OF THE GERMAN COMMERCIAL CODE
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 103,255,994.28 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 0.66 PER ORDINARY SHARE
PAYMENT OF A DIVIDEND OF EUR 0.67 PER PREFERENCE SHARE
EUR 71,422.23 SHALL BE CARRIED FORWARD EX-DIVIDEND
AND PAYABLE DATE: 22 MAY 2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER NO N/A N/A
MANAGING DIRECTORS OF FRESENIUS AG AND OF THE BOARD
OF MANAGING DIRECTORS OF FRE-SENIUS SE
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD OF FRESENIUS AG AND O F THE BOARD OF
MANAGING DIRECTORS OF FRESENIUS SE
PROPOSAL #5.a 1: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
SHAREHOLDER REPRESENTATIVES: PROF. DR. H. C. ROLAND
BERGER
PROPOSAL #5.A 2: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
SHAREHOLDER REPRESENTATIVES: DR. GERD KRICK
PROPOSAL #5.A 3: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
SHAREHOLDER REPRESENTATIVES: MR. KLAUS-PETER MUELLER
PROPOSAL #5.A 4: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
SHAREHOLDER REPRESENTATIVES: DR. GERHARD RUPPRECHT
PROPOSAL #5.A 5: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
SHAREHOLDER REPRESENTATIVES: DR. DIETER SCHENK
PROPOSAL #5.A 6: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
SHAREHOLDER REPRESENTATIVES: DR. KARL SCHNEIDER
PROPOSAL #5.B 1: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
EMPLOYEE REPRESENTATIVES: MR. DARIO ANSELMO ILOSI
PROPOSAL #5.B 2: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
EMPLOYEE REPRESENTATIVES: MR. KONRAD KOELBL
PROPOSAL #5.B 3: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
EMPLOYEE REPRESENTATIVES: MR. WILHELM SACHS
PROPOSAL #5.B 4: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
EMPLOYEE REPRESENTATIVES: MR. STEFAN SCHUBERT
PROPOSAL #5.B 5: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
EMPLOYEE REPRESENTATIVES: MR. RAINER STEIN
PROPOSAL #5.B 6: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
EMPLOYEE REPRESENTATIVES: MR. NIKO STUMPFOEGGER
PROPOSAL #5.B 7: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
SHAREHOLDER REPRESENTATIVES: EMPLOYEE REPRESENTATIVES:
AND AS THEIR SUBSTITUTES: MR. BARBARA GLOS
PROPOSAL #5.B 8: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
SHAREHOLDER REPRESENTATIVES: EMPLOYEE REPRESENTATIVES:
AND AS THEIR SUBSTITUTES: MR. CHRISTA HECHT
PROPOSAL #5.B 9: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
SHAREHOLDER REPRESENTATIVES: EMPLOYEE REPRESENTATIVES:
AND AS THEIR SUBSTITUTES: MR. HEIMO MESSERSCHMIDT
PROPOSAL #5.B10: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
SHAREHOLDER REPRESENTATIVES: EMPLOYEE REPRESENTATIVES:
AND AS THEIR SUBSTITUTES: MR. LORIS REANI
PROPOSAL #5.B11: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
SHAREHOLDER REPRESENTATIVES: EMPLOYEE REPRESENTATIVES:
AND AS THEIR SUBSTITUTES: MR. SABINE SCHAAKE
PROPOSAL #5.B12: ELECTION TO THE SUPERVISORY BOARD: ISSUER NO N/A N/A
SHAREHOLDER REPRESENTATIVES: EMPLOYEE REPRESENTATIVES:
AND AS THEIR SUBSTITUTES: MR. BIRGIT SCHADE
PROPOSAL #6.: APPROVAL OF THE REMUNERATION FOR THE ISSUER NO N/A N/A
FIRST SUPERVISORY BOARD OF FRESENIUS SE THE MEMBERS OF
THE SUPERVISORY BOARD SHALL BE REMUNERATED AS
SPECIFIED IN SECTION 14 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #7.: APPOINTMENT OF AUDITORS FOR THE 2008 FY: ISSUER NO N/A N/A
KPMG, FRANKFURT
PROPOSAL #8.: RESOLUTION ON THE AUTHORIZATION TO GRANT ISSUER NO N/A N/A
STOCK OPTIONS (2008 STOCK OPTION PROGRAM), THE
CREATION OF NEW CONTINGENT CAPITAL, AND THE CORRESP.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION THE COMPANY
SHALL BE AUTHORIZED TO GRANT UP TO 6,200,000 STOCK
OPTIONS TO EXECUTIVES AND MANAGERS OF THE COMPANY AND
AFFILIATED COMPANIES, ON OR BEFORE 20 MAY 2013; THE
SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO
EUR 3,100,000 THROUGH THE ISSUE OF UP TO 3,100,000
ORDINARY SHARES, AND BY UP TO ANOTHER EUR 3,100,000
THROUGH THE ISSUE OF UP TO 3,100,000 PREFERENCE
SHARES, INSOFAR AS STOCK OPTIONS ARE EXERCISED
PROPOSAL #9.: RESOLUTION ON THE ADJUSTMENT OF THE ISSUER NO N/A N/A
EXISTING STOCK OPTION PROGRAMS THE PREVIOUSLY ISSUED
STOCK OPTIONS AND CONVERTIBLE BONDS MAY BE EXERCISED
AT ANY TIME OUT-SIDE THE BLOCKING PERIODS, INSOFAR AS
THE CORRESPONDING CONDITIONS ARE FULFILLED
PROPOSAL #10.: SEPARATE RESOLUTION OF THE PREFERENCE ISSUER NO N/A N/A
SHARE-HOLDERS ON THE STOCK OPTION PROGRAM AND THE
CONTINGENT CAPITAL AS PER ITEM 8
PROPOSAL #11.: SEPARATE RESOLUTION OF THE PREFERENCE ISSUER NO N/A N/A
SHARE-HOLDERS ON THE ADJUSTMENT OF THE STOCK OPTION
PROGRAMS AS PER ITEM 9
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FUJITSU LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR FOR
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #3.3: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE PAYMENT OF BONUSES TO CORPORATE ISSUER YES FOR FOR
OFFICERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GLAXOSMITHKLINE PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS REPORT ISSUER YES FOR FOR
AND THE FINANCIAL STATEMENTS FOR THE YE 31 DEC 2007
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES ABSTAIN AGAINST
YE 31 DEC 2007
PROPOSAL #3.: ELECT MR. ANDREW WITTY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: ELECT MR. CHRISTOPHER VIEHBACHER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #5.: ELECT PROFESSOR SIR ROY ANDERSON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #6.: RE-ELECT SIR CHRISTOPHER GENT AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #7.: RE-ELECT SIR IAN PROSSER AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8.: RE-ELECT DR. RONALDO SCHMITZ AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #9.: AUTHORIZE THE AUDIT COMMITTEE TO RE- ISSUER YES FOR FOR
APPOINT PRICEWATERHOUSECOOPERS LLP AS THEAUDITORS TO
THE COMPANY TO HOLD OFFICE FROM THE END OF THE NEXT
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #10.: AUTHORIZE THE AUDIT COMMITTEE TO ISSUER YES FOR FOR
DETERMINE THE REMUNERATION OF THE AUDITORS
PROPOSAL #11.: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES ABSTAIN AGAINST
WITH SECTION 366 OF THE COMPANIES ACT 2006 ?THE 2006
ACT?, TO MAKE DONATIONS TO POLITICAL ORGANIZATIONS AS
DEFINED IN SECTION 363 OF THE 2006 ACT, NOT EXCEEDING
GBP 50,000 IN TOTAL AND POLITICAL EXPENDITURE, AS
DEFINED IN SECTION 365 OF THE 2006 ACT UP TO A MAXIMUM
AGGREGATE AMOUNT OF GBP 50,000; ?AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM IN 2009
OR 20 NOV 2009?
PROPOSAL #12.: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR FOR
SUBSTITUTION FOR ALL SUBSTITUTING AUTHORITIES,
TOEXERCISE ALL POWERS OF THE COMPANY TO ALLOT RELEVANT
SECURITIES ?SECTION 80 OF THE ACT? UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 456,791,387; ?AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE COMPANY'S AGM TO
BE HELD IN 2009 OR 20 NOV 2009?; AND THE DIRECTORS
MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.13: AUTHORIZE THE DIRECTORS, FOR THE ISSUER YES FOR FOR
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 THE
DIRECTORS BY RESOLUTION 12 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 68,525,560; ?AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY TO BE HELD IN 2009 OR ON 20 NOV 2009?;
AND THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN
OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.14: AUTHORIZE THE COMPANY, FOR THE ISSUER YES FOR FOR
PURPOSES OF SECTION 166 OF THE 1985 ACT, TO MAKE
MARKET PURCHASES ?SECTION 163 OF THE 1985 ACT? OF UP
TO 584,204,484 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 AND THE HIGHER OF THE
PRICE OF THE LAST INDEPENDENT TRADE AND THE HIGHEST
CURRENT INDEPENDENT BID ON THE LONDON STOCK EXCHANGE
OFFICIAL LIST AT THE TIME THE PURCHASE IS CARRIED OUT;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY TO BE HELD IN 2009 OR ON
20 NOV 2009?; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE
A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR
MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.15: ADOPT THE ARTICLES OF THE ASSOCIATION ISSUER YES FOR FOR
OF THE COMPANY IN SUBSTITUTION FOR, ANDTO THE
EXCLUSION OF, ALL EXISTING ARTICLES OF ASSOCIATION OF
THE COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GREENE KING PLC, BURY ST EDMUNDS SUFFOLK
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/4/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ANNUAL REPORT ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 16.45P PER ISSUER YES FOR N/A
SHARE
PROPOSAL #4.: ELECT MR. IAN DURANT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: ELECT MR. JONATHAN LAWSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. ROONEY ANAND AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. NORMAN MURRAY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-ELECT MR. HOWARD PHILLIPS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #9.: RE-APPOINT ERNST AND YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO DETERMINE ISSUER YES FOR N/A
THE AUDITORS REMUNERATION
PROPOSAL #11.: AUTHORIZE THE DIRECTORS TO ALLOT SHARES ISSUER YES FOR N/A
PROPOSAL #S.12: APPROVE THE LIMITED DIS-APPLICATION OF ISSUER YES FOR N/A
PRE-EMPTION RIGHTS
PROPOSAL #S.13: GRANT AUTHORITY TO PURCHASE OF OWN ISSUER YES FOR N/A
SHARES
PROPOSAL #S.14: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GROUPE DANONE, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS AND APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2007, AS
PRESENTED
PROPOSAL #2.: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING
PROPOSAL #3.: APPROVE THE RECOMMENDATIONS OF THE BOARD ISSUER YES FOR FOR
OF DIRECTORS AND RESOLVES THAT THE INCOME FOR THE FY
BE APPROPRIATED AS FOLLOWS: EUR 4,046,112,118.85,
RETAINED EARNINGS: EUR 2,142,651,098.23, DISTRIBUTABLE
INCOME: EUR 6,188,763,217.08, DIVIDENDS: EUR
564,136,606.00, OTHER RESERVES: EUR 2,000,000,000.00,
RETAINED EARNINGS: EUR 3,624,626,611.08 THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.10
PER SHARE, AND WILL ENTITLE TO THE 40 % DEDUCTION
PROVIDED BY THE FRENCH TAX CODE, THIS DIVIDEND WILL BE
PAID ON 14 MAY 2008, IN THE EVENT THAT THE COMPANY
HOLDS SO ME 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, IT IS REMINDED THAT, FOR THE LAST 3 FY, THE
DIVIDENDS PAID, WERE AS FOLLOWS: EUR 0.675 FOR FY 2004
EUR 0.85 FOR FISCAL YEAR 2005, EUR 1.00 FOR FISCAL
YEAR 2006
PROPOSAL #4.: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLESL.225-38
OF THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID
REPORT, THE AGREEMENTS REFERRED TO THEREIN AND THE
ONES AUTHORIZED EARLIER AND WHICH REMAINED IN FORCE
DURING THE FY
PROPOSAL #5.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
BRUNO BONELL AS A MEMBER OF THE BOARDOF DIRECTOR FOR A
3 YEAR PERIOD
PROPOSAL #6.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES AGAINST AGAINST
MICHEL DAVID-WEILL AS A MEMBER OF THEBOARD OF DIRECTOR
FOR A 3 YEAR PERIOD
PROPOSAL #7.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES AGAINST AGAINST
BERNARD HOURS AS A MEMBER OF THE BOARD OF DIRECTOR FOR
A 3 YEAR PERIOD
PROPOSAL #8.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES AGAINST AGAINST
JACQUES NAHMIAS AS A MEMBER OF THE BOARD OF DIRECTOR
FOR A 3 YEAR PERIOD
PROPOSAL #9.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES AGAINST AGAINST
NAOMASA TSURITANI AS A MEMBER OF THE BOARD OF DIRECTOR
FOR A 3 YEAR PERIOD
PROPOSAL #10.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES AGAINST AGAINST
JACQUES VINCENT AS A MEMBER OF THE BOARD OF DIRECTOR
FOR A 3 YEAR PERIOD
PROPOSAL #11.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES AGAINST AGAINST
CHRISTIAN LAUBIE AS A MEMBER OF THE BOARD OF DIRECTOR
FOR A 3 YEAR PERIOD
PROPOSAL #12.: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.42.1
OF THE FRENCH COMMERCIAL CODE, SAID REPORT AND THE
AGREEMENTS REFERRED THEREIN WITH REGARDS TO THE
ALLOWANCES DUE TO MR. FRANCK RIBOUD IN CASE OF
CESSATION OF HIS OFFICE TERM
PROPOSAL #13.: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.42.1
OF THE FRENCH COMMERCIAL CODE, SAID REPORT AND THE
AGREEMENTS REFERRED THEREIN WITH REGARDS TO THE
ALLOWANCES DUE TO MR. JACQUES VINCENT IN CASE OF
CESSATION OF HIS OFFICE TERM
PROPOSAL #14.: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.42.1
OF THE FRENCH COMMERCIAL CODE, SAID REPORT AND THE
AGREEMENTS REFERRED THEREIN WITH REGARDS TO THE
ALLOWANCES DUE TO MR. EMMANUELFABER IN CASE OF THE
INTERRUPTION OF HIS OFFICE TERM
PROPOSAL #15.: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.42.1
OF THE FRENCH COMMERCIAL CODE, SAID REPORT AND THE
AGREEMENTS REFERRED THEREIN WITH REGARDS TO THE
ALLOWANCES DUE TO MR. BERNARD HOURS IN CASE OF THE
INTERRUPTION OF HIS OFFICE TERM
PROPOSAL #16.: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER YES FOR FOR
BACK THE COMPANY'S SHARES ON THE OPENMARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 80.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10 % OF THE SHARE CAPITAL, MAXIMUM FUNDS
INVESTED IN THE SHARE BUYBACKS: EUR 4,102,811,680.00,
THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF
THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING
OF 26 APR 2007 IN ITS RESOLUTION NUMBER 8, TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #17.: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HANA FINANCIAL GROUP INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE 3RD INCOME STATEMENT AND ISSUER YES FOR FOR
BALANCE SHEET
PROPOSAL #2.: APPROVE THE STATEMENT OF APPROPRIATION ISSUER YES FOR FOR
OF UNAPPROPRIATED RETAINED EARNINGS
PROPOSAL #3.: APPROVE THE PARTIAL AMENDMENT TO THE ISSUER YES FOR FOR
ARTICLES OF INCORPORATION
PROPOSAL #4.1: ELECT THE DIRECTORS ISSUER YES FOR FOR
PROPOSAL #4.2: ELECT THE MEMBER FOR AUDIT COMMITTEE ISSUER YES FOR FOR
PROPOSAL #5.: APPROVE THE DIRECTOR REMUNERATION LIMIT ISSUER YES FOR FOR
FOR THE YEAR 2008
PROPOSAL #6.: APPROVE TO GRANT THE STOCK OPTION ISSUER YES FOR FOR
REGARDING HOLDING COMPANY AND ITS ASSOCIATED COMPANY'S
EXECUTIVE DIRECTOR AND STAFF
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HBOS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND REPORTS OF THE ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS FOR THE YE31 DEC 2007
PROPOSAL #2.: APPROVE TO DECLARE A FINAL DIVIDEND OF ISSUER YES FOR FOR
32.3 PENCE PER HBOS ORDINARY SHARE FORTHE YEAR ENDED
31 DEC 2007 AND TO PAY IT ON 12 MAY 2008 TO HOLDERS OF
HBOS ORDINARY SHARES ON THE REGISTER ON 14 MAR 2008
IN RESPECT OF EACH HBOS ORDINARY SHARE
PROPOSAL #3.: ELECT MR. JOHN E MACK AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: ELECT MR. DAN WATKINS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.: ELECT MR. PHILIP GORE-RANDALL AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #6.: ELECT MR. MIKE ELLIS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: RE-ELECT MR. DENNIS STEVENSON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #8.: RE-ELECT MS. KAREN JONES AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9.: RE-ELECT MR. COLIN MATTHEW AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10.: APPROVE THE REPORT OF THE BOARD IN ISSUER YES FOR FOR
RELATION TO REMUNERATION POLICY AND PRACTICE FOR THE
YE 31 DEC 2007
PROPOSAL #11.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY UNTIL THE CONCLUSIONOF THE
NEXT GENERAL MEETING OF THE COMPANY AT WHICH ACCOUNTS
ARE LAID BEFORE SHAREHOLDERS AND AUTHORIZE THE AUDIT
COMMITTEE TO DETERMINE THEIR REMUNERATION
PROPOSAL #12.: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR FOR
WITH SECTIONS 366-367 OF THE COMPANIES ACT 2006 ?CA
2006? TO: A) MAKE POLITICAL DONATIONS TO POLITICAL
PARTIES OR INDEPENDENT ELECTION CANDIDATES NOT
EXCEEDING GBP 100,000 IN TOTAL; B) MAKE POLITICAL
DONATIONS TO POLITICAL ORGANIZATIONS OTHER THAN
POLITICAL PARTIES NOT EXCEEDING GBP 100,000 IN TOTAL;
AND C) INCUR POLITICAL EXPENDITURE NOT EXCEEDING GBP
100,000 IN TOTAL IN EACH CASE DURING THE PERIOD
COMMENCING ON THE DATE OF THIS RESOLUTION; AND
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE COMPANY'S AGM IN 2009 OR ON 30 JUN 2009?
PROPOSAL #13.: APPROVE TO INCREASE THE AUTHORIZED ISSUER YES FOR FOR
SHARE CAPITAL OF THE COMPANY FROM GBP 4,685,000,000,
EUR 3,000,000,000, USD 5,000,000,000, AUD
1,000,000,000 AND CAD1,000,000,000 TO GBP
4,685,000,000, EUR 3,000,000,000, USD 5,000,000,000,
AUD 1,000,000,000, CAD 1,000,000,000 AND YEN
100,000,000,000 BY THE CREATION OF 400,000,000
PREFERENCE SHARES OF YEN 250 EACH.
PROPOSAL #14.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR FOR
SECTION 80 OF THE COMPANIES ACT 1985 ?CA1985?, TO
ALLOT RELEVANT SECURITIES ?AS DEFINED IN THE SECTION
80(2) OF CA 1985? UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 251,210,258 IN RESPECT OF HBOS ORDINARY SHARES;
AND GBP 2,900,834,400, EUR 3,000,000,000, USD
4,997,750,000, AUD 1,000,000,000, CAD 1,000,000,000
AND YEN 100,000,000,000 IN RESPECT OF HBOS PREFERENCE
SHARES; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2009 OR ON 30
JUN 2009?; 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.15: ADOPT, WITH EFFECT FROM THE CONCLUSION ISSUER YES FOR FOR
OF THE MEETING THE ARTICLES OF ASSOCIATION PRODUCED
TO THE MEETING AND FOR THE PURPOSE OF IDENTIFICATION
MARKED A AND SIGNED BY THE CHAIRMAN OF THE MEETING,
IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF, THE
CURRENT ARTICLES OF ASSOCIATION
PROPOSAL #S.16: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR FOR
RESOLUTION 15 CONVENING THE AGM OF WHICH THIS
RESOLUTION FORMS PART, AND WITH EFFECT ON AND FROM 01
OCT 2008 OR SUCH LATER DATE AS SECTION 175 OF THE
COMPANIES ACT 2006 ?CA 2006? SHALL BE BROUGHT INTO
FORCE, TO DELETE ARTICLES 116 TO 118 OF THE NEW
ARTICLES IN THEIR ENTIRETY AND SUBSTITUTE IN THEIR
PLACE ARTICLES 116 TO 121 AS SPECIFIED
PROPOSAL #S.17: AUTHORIZE THE DIRECTORS TO ALLOT ISSUER YES FOR FOR
EQUITY SECURITIES ?SECTION 94 OF THE COMPANIES ACT
1985 ?CA 1985?, ENTIRELY PAID FOR IN CASH: I) OF AN
UNLIMITED AMOUNT IN CONNECTION WITH A RIGHTS ISSUE ?AS
DEFINED IN THE ARTICLES OF ASSOCIATION?; AND II) OF
AN AGGREGATE NOMINAL AMOUNT OF GBP 46,689,487 FREE OF
THE RESTRICTIONS IN SECTION 89(1) OF THE CA 1985 AND,
IN CONNECTION WITH SUCH POWER; ?AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE COMPANY'S AGM IN 2009
OR 30 JUN 2009?; AND THE DIRECTORS MAY ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY; IN WORKING OUT OF THE MAXIMUM AMOUNT OF
EQUITY SECURITIES FOR THE PURPOSE OF SECTION (II) OF
THIS RESOLUTION, THE NOMINAL VALUE OF RIGHTS TO
SUBSCRIBE FOR SHARES OR TO CONVERT ANY SECURITIES INTO
SHARES WILL BE TAKEN AS THE NOMINAL VALUE OF THE
SHARES WHICH WOULD BE ALLOTTED IF THE SUBSCRIPTION OR
CONVERSION TAKES PLACE; AND FOR THE REFERENCES TO AN
ALLOTMENT OF EQUITY SECURITIES SHALL INCLUDE A SALE OF
TREASURY SHARES AND THE POWER, INSOFAR AS IT RELATES
TO THE ALLOTMENT OF THE EQUITY SECURITIES RATHER THAN
THE SALE OF TREASURY SHARES, IS GRANTED PURSUANT TO
THE AUTHORITY CONFERRED BY RESOLUTION 14
PROPOSAL #S.18: AUTHORIZE THE COMPANY, FOR THE ISSUER YES FOR FOR
PURPOSES OF SECTION 166 OF THE COMPANIES ACT 1985 ?CA
1985?, TO MAKE MARKET PURCHASES ?SECTION 163(3) OF CA
1985? OF UP TO 373,515,896 ORDINARY SHARES OF THE
CAPITAL OF THE COMPANY AND, WHERE SHARES ARE HELD AS
TREASURY SHARES, TO USE THEM, INTER ALIA, FOR THE
PURPOSES OF EMPLOYEE SHARE PLANS OPERATED BY THE
COMPANY, AT A MINIMUM PRICE OF 25P NOMINAL VALUE OF
EACH SHARE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2009 OR 30
JUN 2009?; 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
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HBOS PLC, EDINBURGH
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO INCREASE IN AUTHORIZE ISSUER YES FOR FOR
ORDINARY SHARE CAPITAL TO GBP 5.3B, EUR 3.0B, USD
5.0B, AUD 1.0B, CAD 1.0B AND JPY 100B ISSUE EQUITY
WITH RIGHTS UP TO GBP 800M ?ORDINARY SHARES? AND GBP
2.9B, EUR 3.0B, USD 4.9B, AUD 1.0B, CAD 1.0B, AND JPY
100B ?HBOS PREFERENCE SHARE?
PROPOSAL #2.: GRANT AUTHORIZE TO ISSUE OF EQUITY OR ISSUER YES FOR FOR
EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP
TO AGGREGATE NOMINAL AMOUNT OF GBP 65,609,629
PROPOSAL #3.: APPROVE TO INCREASE IN AUTHORIZE ISSUER YES FOR FOR
ORDINARY SHARE CAPITAL BY GBP 100,000,000 CAPITALIZE
RESERVES UP TO GBP 100,000,000 ?SCRIP DIVIDEND?
AUTHORIZE ISSUE OF EQUITY WITH PRE-EMPTIVE RIGHTS UP
TO AGGREGATE NOMINAL AMOUNT OF GBP 100,000,000
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HEINEKEN NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.a: RECEIVE THE REPORT FOR FINANCIAL ISSUER YES FOR FOR
STATEMENTS FOR THE FY 2007
PROPOSAL #1.b: APPROVE THE DECISION ON THE ISSUER YES FOR FOR
APPROPRIATION OF THE BALANCE OF THE INCOME STATEMENT
IN ACCORDANCE WITH ARTICLE 12, POINT 7 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #1.c: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER YES FOR FOR
EXECUTIVE BOARD
PROPOSAL #1.d: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #2.: APPROVE THE ACQUISITION SCOTTISH ISSUER YES FOR FOR
NEWCASTLE PLC PROPOSAL TO APPROVE THE ACQUISITION BY
SUNRISE ACQUISITIONS LTD, A COMPANY JOINTLY OWNED BY
HEINEKEN N.V. AND CARLSBERG A/S, OF THE ENTIRE ISSUED
AND TO BE ISSUED SHARE CAPITAL OF SCOTTISH NEWCASTLE
PLC AND THE SUBSEQUENT 100 % SHAREHOLDING BY HEINEKEN
N.V. OF SUNRISE ACQUISITIONS LTD. AFTER TRANSFER BY IT
OF CERTAIN BUSINESSES OF SCOTTISH NEWCASTLE PLC TO
CARLSBERG A/S, ALL AS DESCRIBED IN DETAIL IN THE
SHAREHOLDERS CIRCULAR
PROPOSAL #3.: APPOINT THE EXTERNAL AUDITOR FOR A ISSUER YES AGAINST AGAINST
PERIOD OF 4 YEARS
PROPOSAL #4.: AUTHORIZE THE EXTENSION OF THE EXECUTIVE ISSUER YES FOR FOR
BOARD TO ACQUIRE OWN SHARES
PROPOSAL #5.: AUTHORIZE THE EXTENSION OF THE EXECUTIVE ISSUER YES FOR FOR
BOARD TO ISSUE ?RIGHTS TO? SHARES AND TO RESTRICT OR
EXCLUDE SHAREHOLDERS PRE-EMPTIVE RIGHTS
PROPOSAL #6.: APPOINT MRS. M. MINNICK AS A MEMBER OF ISSUER YES FOR FOR
THE SUPERVISORY BOARD
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HITACHI,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: APPOINT A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #1.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.10: APPOINT A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #1.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.13: APPOINT A DIRECTOR ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HOME RETAIL GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/3/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS, THE ISSUER YES FOR N/A
REPORT OF THE AUDITORS AND THE FINANCIAL STATEMENT OF
THE COMPANY FOR THE FINANCIAL PERIOD ENDED 03 MAR 2007
PROPOSAL #2.: APPROVE THE DIRECTOR'S REMUNERATION ISSUER YES FOR N/A
REPORT CONTAINED IN THE FINANCIAL STATEMENTS AND
REPORTS OF THE COMPANY FOR THE FINANCIAL PERIOD ENDED
03 MAR 2007
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 9.0P PER ISSUER YES FOR N/A
ORDINARY SHARE
PROPOSAL #4.: ELECT MR. OLIVER STOCKEN AS A DIRECTORS ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #5.: ELECT MR. JOHN COOMBE AS A DIRECTORS OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #6.: ELECT MR. ANDY HORNBY AS A DIRECTORS OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #7.: ELECT MR. PENNY HUGHES AS A DIRECTORS OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #8.: ELECT MR. TERRY DUDDY AS A DIRECTORS OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #9.: ELECT MR. RICHARD ASHTON AS A DIRECTORS ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #10.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR N/A
AS THE AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL
THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH
FINANCIAL STATEMENTS AND REPORTS ARE LAID BEFORE THE
COMPANY
PROPOSAL #11.: AUTHORIZE THE DIRE CTORS TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #12.: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 347C OF THE COMPANIES ACT 1985 ?THE ACT
?; TO MAKE DONATIONS TO EU POLITICAL ORGANISATIONS
?SECTION 347C OF THE ACT?; AND TO INCUR EU POLITICAL
EXPENDITURE ?SECTION 347C OF THE ACT?, NOT EXCEEDING
GBP 50,000 IN TOTAL COMMENCING ON THE DATE OF THE
PASSING OF THIS RESOLUTION AND ENDING ON THE DATE OF
THE AGM IN 2008
PROPOSAL #13.: AUTHORIZE ARGOS LIMITED, IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 347D OF THE ACT; TO MAKE DONATIONS TO EU
POLITICAL ORGANISATIONS ?SECTION 347A OF THE ACT?; AND
TO INCUR EU POLITICAL EXPENDITURE ?SECTION 347A OF
THE ACT?, NOT EXCEEDING GBP 25,000 IN TOTAL COMMENCING
ON THE DATE OF THE PASSING OF THIS RESOLUTION AND
ENDING ON THE DATE OF THE AGM IN 2008
PROPOSAL #14.: AUTHORIZE HOMEBASE LIMITED, IN ISSUER YES FOR N/A
ACCORDANCE WITH SECTION 347C OF THE ACT; TO MAKE
DONATIONS TO EU POLITICAL ORGANISATIONS ?SECTION 347A
OF THE ACT?; AND TO INCUR EU POLITICAL EXPENDITURE
?SECTION 347A OF THE ACT?, NOT EXCEEDING GBP 25,000 IN
TOTAL COMMENCING ON THE DATE OF THE PASSING OF THIS
RESOLUTION AND ENDING ON THE DATE OF THE AGM IN 2008
PROPOSAL #15.: AUTHORIZE THE DIRECTORS, BY PARAGRAPH ISSUER YES FOR N/A
9.2 OF ARTICLE 9 OF THE COMPANY'S ARTICLES OF
ASSOCIATION BE RENEWED FOR THE PERIOD ENDING ON THE
DATE OF THE AGM IN 2008 OR ON 02 OCT 2008, WHICHEVER
IS THE EARLIER AND FOR SUCH PERIOD THE SECTION 80
AMOUNT SHALL BE GBP 29,248166 AND SUCH AUTHORITY SHALL
BE SUBSTITUTION FOR ALL PREVIOUS AUTHORITIES PURSUANT
TO SECTION 80 OF THE ACT WHICH ARE HEREBY REVOKED,
WITHOUT PREJUDICE TO ANY ALLOTMENT OF SECURITIES PRIOR
TO THE DATE OF THIS RESOLUTION
PROPOSAL #S.16: APPROVE SUBJECT TO THE PASSING OF ISSUER YES FOR N/A
RESOLUTION 15 SET OUT ABOVE, CONFERRED ON THE
DIRECTORS BY PARAGRAPH 93 OF ARTICLE 9 OF THE
COMPANY'S ARTICLES OF ASSOCIATION BE RENEWED FOR THE
PERIOD REFERRED TO IN SUCH RESOLUTION AND FOR SUCH
PERIOD THE SECTION 89 AMOUNT SHALL BE GBP 4,387,225;
AND THAT SUCH AUTHORITY SHALL BE SUBSTITUTION FOR ALL
PREVIOUS POWERS AUTHORITIES PURSUANT TO SECTION 89 OF
THE ACT WHICH ARE HEREBY REVOKED, WITHOUT PREJUDICE TO
ANY ALLOTMENT OR SALE OF SECURITIES PRIOR TO THE DATE
OF THIS RESOLUTION
PROPOSAL #S.17: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 166 OF THE ACT, TO MAKE MARKET PURCHASES
?SECTION 163 OF THE ACT? OF UP TO 87,000,000 ORDINARY
SHARES, AT A MINIMUM PRICE OF 10P AND NOT MORE THAN
105% ABOVE THE AVERAGE MARKET VALUE OF THE COMPANY'S
ORDINARY SHARES AS DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS
PRECEDING THE DATE OF PURCHASE OR 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
INSTRUCTIONS (NO. 2273/2003); ?AUTHORITY EXPIRES AT
THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN
2008 OR 02 OCT 2008?; 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 #18.: AUTHORIZE THE COMPANY, SUBJECT TO AND ISSUER YES FOR N/A
IN ACCORDANCE WITH THE PROVISION OF THECOMPANIES ACT
2006 AND COMPANY'S ARTICLES OF ASSOCIATION, TO SEND,
CONVEY OR SUPPLY ALL TYPES OF NOTICES, DOCUMENTS OR
INFORMATION TO THE MEMBERS BY MEANS OF ELECTRONIC
EQUIPMENT FOR THE PROCESSING ?INCLUDING DIGITAL
COMPRESSION?, STORAGE AND TRANSMISSION OF DATA,
EMPLOYING WIRES, RADIO OPTICAL TECHNOLOGIES, OR ANY
OTHER ELECTROMAGNETIC MEANS, INCLUDING BY MAKING SUCH
NOTICES, DOCUMENTS OR INFORMATION AVAILABLE ON A
WEBSITE
PROPOSAL #S.19: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION, IN ACCORDANCE WITH THE SUMMARY OF
PRINCIPAL CHANGES AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HONAM PETROCHEMICAL CORP, SEOUL
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT(S), 32ND ISSUER YES FOR FOR
INCOME STATEMENT, BALANCE SHEET, PROPOSED DISPOSITION
OF RETAINED EARNING: EXPECTED CASH DIVIDEND KRW 1000
PER ORDINARY SHARE
PROPOSAL #2.: ELECT THE DIRECTORS: 1 STANDING ISSUER YES FOR FOR
DIRECTOR, 1 NON-STANDING DIRECTOR, 2 EXTERNALDIRECTORS
PROPOSAL #3.: ELECT THE MEMBER FOR THE AUDIT COMMITTEE ISSUER YES FOR FOR
WHO IS AN EXTERNAL DIRECTOR
PROPOSAL #4.: APPROVE THE LIMIT OF REMUNERATION FOR ISSUER YES FOR FOR
THE DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HOYA CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/18/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: AMEND ARTICLES TO: ALLOW USE OF ISSUER YES FOR FOR
ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS,EXPAND
BUSINESS LINES
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: ALLOW BOARD TO AUTHORIZE USE OF STOCK ISSUER YES FOR FOR
OPTIONS
PROPOSAL #4: APPOINT ACCOUNTING AUDITORS ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HSBC HOLDINGS PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL ACCOUNTS AND REPORTS ISSUER YES FOR FOR
OF THE DIRECTORS AND OF THE AUDITORS FOR THE 2007
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR 2007
PROPOSAL #3.1: RE-ELECT MR.'S .A. CATZ AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: RE-ELECT MR. V. H. C. CHENG AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.3: RE-ELECT MR. J. D. COOMBE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.4: RE-ELECT MR. J. L .DURAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.5: RE-ELECT MR. D. J. FLINT AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.6: RE-ELECT MR. A. A. FLOCKHART AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.7: RE-ELECT MR. W. K .L .FUNG AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.8: RE-ELECT MR. S. T. GULLIVER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.9: RE-ELECT MR. J .W .J. HUGHES-HALLETT AS ISSUER YES FOR FOR
A DIRECTOR
PROPOSAL #3.10: RE-ELECT MR. W. S. H. LAIDLAW AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.11: RE-ELECT MR. N. R. N. MURTHY AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.12: RE-ELECT MR. S. W. NEWTON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR ISSUER YES FOR FOR
AT REMUNERATION TO BE DETERMINED BY THE GROUP AUDIT
COMMITTEE
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO ALLOT SHARES ISSUER YES FOR FOR
PROPOSAL #S.6: APPROVE TO DISAPPLY THE PRE-EMPTION ISSUER YES FOR FOR
RIGHTS
PROPOSAL #7.: AUTHORIZE THE COMPANY TO PURCHASE ITS ISSUER YES FOR FOR
OWN ORDINARY SHARES
PROPOSAL #S.8: APPROVE TO ALTER THE ARTICLE OF ISSUER YES FOR FOR
ASSOCIATION
PROPOSAL #S.9: APPROVE TO ALTER THE ARTICLE OF ISSUER YES FOR FOR
ASSOCIATION WITH EFFECT FROM 01 OCT 2008
PROPOSAL #10.: AMEND THE RULES FOR THE HSBC SHARE PLAN ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HUDBAY MINERALS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. M. NORMAN ANDERSON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.2: ELECT MR. LLOYD AXWORTHY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT MR. JOHN H. BOWLES AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT MR. DONALD K. CHARTER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.5: ELECT MR. RONALD P. GAGEL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT MR. PETER GILLIN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT MR. ALLEN J. PALMIERE AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.: APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR FOR
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #3.: APPROVE THE AMENDMENTS OF THE COMPANY'S ISSUER YES FOR FOR
OPTION PLAN IN ACCORDANCE WITH THE TERMS OF THE
RESOLUTION AS SPECIFIED
PROPOSAL #4.: APPROVE THE ADOPTION OF A LONG-TERM ISSUER YES FOR FOR
EQUITY PLAN IN ACCORDANCE WITH THE TERMS OF THE
RESOLUTION AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HUSKY ENERGY INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. VICTOR T.K. LI AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT MR. CANNING K.N. FOK AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT MR. R. DONALD FULLERTON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.4: ELECT MR. MARTIN J.G. GLYNN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.5: ELECT MR. HOLGER KLUGE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT MR. POH CHAN KOH AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT MS. EVA LEE KWOK AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT MR. STANLEY T.L. KWOK AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.9: ELECT MR. JOHN C.S. LAU AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT MR. COLIN S. RUSSEL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT MR. WAYNE E. SHAW AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT MR. WILLIAM SHURNIAK AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.13: ELECT MR. FRANK J. SIXT AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.: APPOINT KPMG LLP AS THE AUDITORS OF THE ISSUER YES FOR FOR
CORPORATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HYNIX SEMICONDUCTOR INC, ICHON
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE 60TH INCOME STATEMENT, ISSUER YES FOR FOR
BALANCE SHEET, PROPOSED DISPOSITION OF RETAINED EARNING
PROPOSAL #2.: ELECT THE DIRECTORS ISSUER YES FOR FOR
PROPOSAL #3.: ELECT THE EXTERNAL DIRECTORS WHO WILL BE ISSUER YES FOR FOR
THE MEMBER OF AUDIT COMMITTEE
PROPOSAL #4.: APPROVE THE LIMIT OF REMUNERATION FOR ISSUER YES FOR FOR
THE DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HYUNDAI MOBIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT ISSUER YES FOR FOR
PROPOSAL #2.: ELECT THE DIRECTORS ISSUER YES FOR FOR
PROPOSAL #3.: ELECT THE OUTSIDE DIRECTORS AS A AUDITOR ISSUER YES FOR FOR
COMMITTEE MEMBER
PROPOSAL #4.: APPROVE THE REMUNERATION LIMIT FOR THE ISSUER YES FOR FOR
DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HYUNDAI MTR CO
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT(S) ISSUER YES FOR FOR
PROPOSAL #2.: ELECT THE DIRECTORS ISSUER YES AGAINST AGAINST
PROPOSAL #3.: ELECT THE EXTERNAL DIRECTORS WHO ARE THE ISSUER YES FOR FOR
AUDITOR'S COMMITTEE MEMBER
PROPOSAL #4.: APPROVE THE LIMIT OF REMUNERATION FOR ISSUER YES FOR FOR
THE DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: IMPERIAL TOBACCO GROUP PLC, BRISTOL
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/13/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE THE PROPOSED ACQUISITION BY THE ISSUER YES FOR N/A
OFFER OR ?A COMPANY INCORPORATED IN ENGLAND AND WALES
WITH REGISTERED NUMBER 6141165 AND A WHOLLY-OWNED
SUBSIDIARY OF THE COMPANY? OF ANY OR ALL OF THE ISSUED
AND TO BE ISSUED SHARE CAPITAL OF ALTADIS, S.A. ?A
COMPANY INCORPORATED IN SPAIN AND WITH TAXPAYER NUMBER
A28009033? PURSUANT TO AND ON THE TERMS AND SUBJECT
TO THE CONDITIONS OF AN OFFER TO BE MADE UNDER AN
EXPLANATORY PROSPECTUS APPROVED BY THE COMISION
NACIONAL DEL MERCADO DE VALORES, AS SPECIFIED RELATING
TO THE PROPOSED ACQUISITION OF ALTADIS, S.A. ISSUED
BY THE COMPANY ON 18 JUL 2007 ?AS SPECIFIED?, AND/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 ALTADIS, S.A.; APPROVED BY
THE BOARD OF DIRECTORS OF THE COMPANY OR ANY DULY
AUTHORIZED COMMITTEE THEREOF ?THE OFFER? AND ALL
AGREEMENTS OR DOCUMENTS WHICH THE BOARD OF DIRECTORS
OF THE COMPANY OR ANY DULY AUTHORIZED COMMITTEE
THEREOF MAY DETERMINE ARE REQUIRED OR ARE EXPEDIENT TO
GIVE EFFECT TO THAT ACQUISITION, AUTHORIZE THE BOARD
OF DIRECTORS OF THE COMPANY OR DULY AUTHORIZED
COMMITTEE, TO MAKE SUCH MODIFICATIONS, VARIATIONS,
WAIVERS AND EXTENSIONS OF ANY OF THE TERMS OR
CONDITIONS OF THE OFFER AND OF ANY SUCH AGREEMENTS OR
DOCUMENTS AS, IN THEIR ABSOLUTE DISCRETION, THEY THINK
NECESSARY OR DESIRABLE AND TO DO ALL SUCH THINGS AS,
IN THEIR ABSOLUTE DISCRETION, MAY BE NECESSARY OR
DESIRABLE TO COMPLETE AND GIVE EFFECT TO, OR OTHERWISE
IN CONNECTION WITH, THE OFFER AND ANY MATTERS
INCIDENTAL TO THE OFFER; APPROVE TO INCREASE THE
AUTHORIZED SHARE CAPITAL OF THE COMPANY FROM GBP
100,000,000 TO GBP 5,604,000,000 BY THE CREATION OF
ALL ADDITIONAL 55,040,000,000 ORDINARY SHARES OF 10
PENCE 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 10 PENCE EACH IN
THE CAPITAL OF THE COMPANY; AUTHORIZE THE DIRECTORS,
FOR THE PURPOSES 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 5,504,000,000 IN CONNECTION WITH 1 OR MORE ISSUES
OF RELEVANT SECURITIES UNDER 1 OR MORE TRANSACTIONS
TO REFINANCE WHOLE OR IN PART ANY AMOUNT FROM TIME TO
TIME OUTSTANDING UNDER THE EQUITY BRIDGE FACILITY;
?AUTHORITY EXPIRES ON THE DATE WHICH IS THE 5TH
ANNIVERSARY OF THE DATE ON WHICH THIS RESOLUTION IS
PASSED?; AND AUTHORITY SHALL BE IN ADDITION TO ALL
EXISTING AUTHORITIES UNDER SECTION 80 OF THE ACT; AND
AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES
?SECTION 94 OF THE ACT? FOR CASH PURSUANT TO THE
AUTHORITY CONFERRED BY THIS RESOLUTION, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS ?SECTION 89(1) OF THE
ACT?, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES IN CONNECTION WITH A
RIGHTS ISSUE, OPEN OFFER OR OTHER PRO RATA ISSUE IN
FAVOUR OF HOLDERS OF EQ
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: IMPERIAL TOBACCO GROUP PLC, BRISTOL
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS FOR THE FYE 30 SEP ISSUER YES FOR FOR
2007, TOGETHER WITH THE AUDITORS REPORT THEREON
PROPOSAL #2.: APPROVE THE DIRECTOR'S REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE FYE 30 SEP 2007, TOGETHER WITH THE
AUDITORS REPORT THEREON
PROPOSAL #3.: DECLARE A FINAL DIVIDEND FOR THE FYE 30 ISSUER YES FOR FOR
SEP 2007 OF 48.5 PENCE PER ORDINARY SHARE OF 10 PENCE
PAYABLE ON 15 FEB 2008 TO THOSE SHAREHOLDERS ON THE
REGISTER AT THE CLOSE OF THE BUSINESS ON 18 JAN 2008
PROPOSAL #4.: ELECT MRS. ALISON J. COOPER AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #5.: RE-ELECT MR. GARETH DAVIS AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. ROBERT DYRBUS AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #7.: ELECT MR. MICHAEL H. C. HERLIHY AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #8.: RE-ELECT MS. SUSAN E. MURRAY AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #9.: ELECT MR. MARK D. WILLIAMSON AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #10.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR
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 #11.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS
PROPOSAL #12.: AUTHORIZE THE COMPANY AND IT'S ISSUER YES FOR FOR
SUBSIDIARIES, IN ACCORDANCE WITH SECTION 366 OF THE
COMPANIES ACT 2006 ?THE 2006 ACT ?, TO MAKE DONATIONS
TO POLITICAL ORGANIZATIONS OR INDEPENDENT ELECTION
CANDIDATES, AS DEFINED IN SECTION 363 AND 364 OF THE
2006 ACT, NOT EXCEEDING GBP 100,000 IN TOTAL; AND TO
INCUR POLITICAL EXPENDITURE, AS DEFINED IN SECTION 365
OF THE 2006 ACT, NOT EXCEEDING GBP 100,000 IN TOTAL;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE AGM OF THE COMPANY HELD IN 2009 OR 30 APR 2009?
PROPOSAL #13.: APPROVE TO EXTEND THE AUTHORITY OF THE ISSUER YES FOR FOR
DIRECTORS OR A DULY AUTHORIZED COMMITTEE OF THE
DIRECTORS TO GRANT OPTIONS OVER THE ORDINARY SHARES IN
THE COMPANY UNDER THE FRENCH APPENDIX ?APPENDIX 4? TO
THE IMPERIAL TOBACCO GROUP INTERNATIONAL SHARESAVE
PLAN BY A 38 MONTH PERIOD AS PERMITTED UNDER RULE 13
OF APPENDIX 4; ?AUTHORITY SHALL EXPIRE ON 29 MAR 2011?
PROPOSAL #14.: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR FOR
SUBSTITUTION OF THE EXISTING AUTHORITIES AND FOR THE
PURPOSE 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
24,300,000; ?AUTHORITY EXPIRES AT THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR ON 30 APR
2009?; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
PROPOSAL #S.15: AUTHORIZE THE DIRECTORS, SUBJECT TO ISSUER YES FOR FOR
THE PASSING OF RESOLUTION 14 AND PURSUANTTO SECTION
95(2) OF THE COMPANIES ACT 1985 ?THE 1985 ACT?, TO
ALLOT EQUITY SECURITIES ?SECTION 94 OF THE 1985 ACT
?OTHER THAN SECTION 94(3A) OF THE 1985 ACT? WHETHER
FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY
RESOLUTION 14 OR OTHERWISE IN THE CASE OF TREASURY
SHARES ?SECTION 162A OF THE 1985 ACT?, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS ?SECTION 89(1)? OF THE
1985 ACT, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH
A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; B)
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 3,645,000;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR 30 APR 2009?; AND THE
DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.16: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR FOR
WITH ARTICLE 5 OF THE COMPANY'S ARTICLE OF ASSOCIATION
AND THE COMPANIES ACT 1985 ? THE 1985 ACT?, FOR THE
PURPOSE OF SECTION 166 OF THE ACT, TO MAKE MARKET
PURCHASES ?SECTION 163(3) OF THE 1985 ACT? OF UP TO
72,900,000 ORDINARY SHARES OF 10 PENCE EACH ON SUCH
TERMS AND IN SUCH MANNER AS THE DIRECTORS MAY FROM
TIME TO TIME DETERMINE, AND WHERE SUCH SHARES ARE HELD
AS TREASURY SHARES, THE COMPANY MAY USE THEM FOR
PURPOSES SET OUT IN SECTION 163(3) OF THE 1985 ACT, AT
A MINIMUM PRICE OF 10 PENCE ?EXCLUSIVE OF EXPENSES?
AND UP TO AN AMOUNT EQUAL TO 105% OF THE AVERAGE
MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS ON WHICH THE ORDINARY
SHARE IS PURCHASED AND THE AMOUNT STIPULATED BY THE
ARTICLE 5(1) OF THE BUY-BACK AND STABILIZATION
REGULATION 2003 ?IN EACH CASE EXCLUSIVE OF EXPENSES?;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE AGM OF THE COMPANY HELD IN 2009 OR 30 APR 2009?;
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: ADOPT, THE ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
PRODUCED TO THE MEETING, IN SUBSTITUTION FOR AND TO
THE EXCLUSION OF THE EXISTING ARTICLES OF ASSOCIATION
OF THE COMPANY
PROPOSAL #S.18: APPROVE THAT, SUBJECT TO RESOLUTION ISSUER YES FOR FOR
S.17 BEING PASSED AND WITH EFFECT ON ANDFROM 01 OCT
2008 OR SUCH LATER DATE AS SECTION 175 OF THE
COMPANIES ACT 2006 SHALL BE BROUGHT INTO FORCE,
ARTICLE 97 OF THE ARTICLES OF ASSOCIATION ADOPTED
PURSUANT TO RESOLUTION S.17 BE DELETED IN ITS ENTIRETY
AND ARTICLES 97 TO 102 AS SPECIFIED, BE SUBSTITUTED
THERETO AND THE REMAINING ARTICLES BE RE-NUMBERED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INBEV SA, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: RECEIVE THE MANAGEMENT REPORT BY THE ISSUER NO N/A N/A
BOARD OF DIRECTORS ON THE ACCOUNTING YEAR ENDING ON 31
DECEMBER 2007
PROPOSAL #A.2: RECEIVE THE STATUTORY AUDITOR REPORT ON ISSUER NO N/A N/A
THE ACCOUNTING YE ON 31 DEC 2007
PROPOSAL #A.3: RECEIVE THE CONSOLIDATED ANNUAL ISSUER NO N/A N/A
ACCOUNTS RELATING TO THE ACCOUNTING YE ON 31 DECEMBER
2007 AS WELL AS THE MANAGEMENT REPORT BY THE BOARD OF
DIRECTORS AND THE REPORT BY THE STATUTORY AUDITOR ON
THE CONSOLIDATED ANNUAL ACCOUNTS
PROPOSAL #A.4: APPROVE THE STATUTORY ANNUAL ACCOUNT ISSUER NO N/A N/A
RELATING TO THE ACCOUNTING YE 31 DEC 2007 AS SPECIFIED
PROPOSAL #A.5: GRANT DISCHARGE TO THE DIRECTORS FOR ISSUER NO N/A N/A
THE PERFORMANCE OF THEIR DUTIES DURING THE ACCOUNTING
YE ON 31 DEC 2007
PROPOSAL #A.6: GRANT DISCHARGE TO THE STATUTORY ISSUER NO N/A N/A
AUDITOR FOR THE PERFORMANCE OF HIS DUTIES DURING THE
ACCOUNTING YEAR ENDING ON 31 DEC 2007
PROPOSAL #A.7.a: APPOINT MR. ARNAUD DE PRET AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 3 YEARS ENDING AFTER THE
SHAREHOLDERS MEETING AND APPROVE THE ACCOUNTS FOR THE
YEAR 2010
PROPOSAL #A.7.b: ACKNOWLEDGING THE END OF MANDATE AS A ISSUER NO N/A N/A
DIRECTOR OF MR. ALLAN CHAPIN AND APPOINTING AS
DIRECTOR MR. STEFAN DESCHEEMAEKER, FOR A PERIOD OF 3
YEARS ENDING AFTER THE SHAREHOLDERS MEETING WHICH WILL
BE ASKED TO APPROVE THE ACCOUNTS FOR THE YEAR 2010
PROPOSAL #A.7.c: APPOINT MR. PETER HARF AS INDEPENDENT ISSUER NO N/A N/A
DIRECTOR FOR A PERIOD OF 3 YEARS ENDINGAFTER THE
SHAREHOLDERS MEETING WHICH WILL BE ASKED TO APPROVE
THE ACCOUNTS FOR THE YEAR 2010
PROPOSAL #A.7.d: APPOINT MR. KEES STORM AS INDEPENDENT ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 3 YEARS ENDING AFTER THE
SHAREHOLDERS MEETING WHICH WILL BE ASKED TO APPROVE
THE ACCOUNTS FOR THE YEAR 2010
PROPOSAL #A.8: APPROVE THE AMENDED EXECUTIVE ISSUER NO N/A N/A
REMUNERATION POLICY AND EXECUTIVE FINANCIAL INCENTIVE
POLICY OF THE COMPANY, APPLICABLE AS FROM 2008
PROPOSAL #B9.A: RECEIVE THE SPECIAL REPORT BY THE ISSUER NO N/A N/A
BOARD OF DIRECTORS WITH REGARD TO THE ISSUANCE BY THE
COMPANY OF SUBSCRIPTION RIGHTS, PURSUANT TO THE
PROVISIONS OF ARTICLE 583 OF THE COMPANIES CODE
PROPOSAL #B9.B: RECEIVE THE SPECIAL REPORT BY THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND REPORT BY THE STATUTORY AUDITOR
WITH REGARD TO THE CANCELLATION OF THE PREFERENCE
RIGHTS IN FAVOUR OF SPECIFIC PERSONS, PURSUANT TO THE
PROVISIONS OF ARTICLES 596 AND 598 OF THE COMPANIES
CODE
PROPOSAL #B9.C: APPROVE TO CANCELLING THE PREFERENCE ISSUER NO N/A N/A
RIGHTS WITH REGARD TO THE ISSUANCE OF SUBSCRIPTION
RIGHTS IN FAVOUR OF ALL CURRENT DIRECTORS OF THE
COMPANY
PROPOSAL #B9.D: APPROVE THE ISSUANCE OF 150,000 ISSUER NO N/A N/A
SUBSCRIPTION RIGHTS AND DETERMINING THE ISSUANCE AND
EXERCISE CONDITIONS IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SET FORTH IN THE SPECIAL REPORT OF THE
BOARD OF DIRECTORS MENTIONED ABOVE UNDER ITEM A; THE
MAIN PROVISIONS OF THESE TERMS AND CONDITIONS AS
SPECIFIED
PROPOSAL #B9.E: APPROVE TO INCREASE THE SHARE CAPITAL ISSUER NO N/A N/A
OF THE COMPANY, UNDER THE CONDITION ANDTO THE EXTENT
OF THE EXERCISE OF THE SUBSCRIPTION RIGHTS, FOR A
MAXIMUM AMOUNT EQUAL TO THE NUMBER OF SUBSCRIPTION
RIGHTS ISSUED MULTIPLIED BY THE EXERCISE PRICE OF THE
SUBSCRIPTION RIGHTS AND ALLOCATION OF THE SHARE
PREMIUM TO AN ACCOUNT NOT AVAILABLE FOR DISTRIBUTION
PROPOSAL #B9F.A: GRANT POWER TO THE COMPENSATION & ISSUER NO N/A N/A
NOMINATING COMMITTEE TO DETERMINE THE NUMBER OF
SUBSCRIPTION RIGHTS WHICH ARE OFFERED TO EACH OF THE
DIRECTORS
PROPOSAL #9.F.B: GRANT POWER TO 2 DIRECTORS ACTING ISSUER NO N/A N/A
JOINTLY TO HAVE RECORDED IN A DEED THE EXERCISE OF THE
SUBSCRIPTION RIGHTS AND THE CORRESPONDING INCREASE OF
THE SHARE CAPITAL, THE NUMBER OF NEW SHARES ISSUED,
THE ALTERATION OF THE BYLAWS AS A CONSEQUENCE THEREOF,
THE SHARE PREMIUMS AND THE ALLOCATION OF THESE
PREMIUMS TO AN ACCOUNT NOT AVAILABLE FOR DISTRIBUTION,
AS WELL AS TO CO-ORDINATE THE TEXT OF THE BY-LAWS AND
TO FILE SUCH CO-ORDINATED TEXT WITH THE OFFICE OF THE
CLERK OF THE COMMERCIAL COURT OF BRUSSELS
PROPOSAL #10.A: AMEND ARTICLE 5 OF THE BY LAWS, TO ISSUER NO N/A N/A
REPLACING THE TEXT OF INDENTS 3 TO 5 AS SPECIFIED
PROPOSAL #10.B: AMEND THE ARTILCE 24 OF THE BY-LAWS, ISSUER NO N/A N/A
TO REPLACING THE TEXT OF INDENT 3 AS SPECIFIED
PROPOSAL #10.C: AMEND THE ARTICLE 25 OF THE BY-LAWS, ISSUER NO N/A N/A
TO REPLACING THE TEXT OF INDENTS 1 TO 5,OF POINT AS
SPECIFIED
PROPOSAL #10.D: AMEND THE ARTICLE 30 OF THE BY-LAWS, ISSUER NO N/A N/A
TO REPLACING THE TEXT OF INDENT 3 AS SPECIFIED
PROPOSAL #B.11: AMEND THE ARTICLE 5 TER OF THE BY-LAWS ISSUER NO N/A N/A
AS SPECIFIED
PROPOSAL #B.12: AMEND THE DELETION OF ARTICLES 39 AND ISSUER NO N/A N/A
41 OF THE BY-LAWS
PROPOSAL #C.13: AMEND THE ARTICLE 10, INDENT 2 OF THE ISSUER NO N/A N/A
BY-LAWS RENEWING FOR A TERM OF 18 MONTHS AS FROM 29
APR 2008 ?WHICH WOULD OTHERWISE EXPIRE ON 24 OCT 2008?
AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE THE
COMPANY'S OWN SHARES AS AUTHORIZATION AND THE
PARAMETER THEREOF ARE REFLECTED ON ARTICLE 10, INDENT
1 OF THE BY-LAWS
PROPOSAL #D.14: GRANT POWERS TO MR. BENOIT LOORE, VP ISSUER NO N/A N/A
LEGAL CORPORATE , WITH RIGHT OF SUBSTITUTION ,FOR THE
RESTATEMENT OF THE BY-LAWS AS A RESULT OF THE
AMENDMENTS REFERRED TO ABOVE, FOR THE SIGNING OF SUCH
RESTATED VERSION AND IT FILLING WITH THE OFFICE FOR
THE CLERK OF THE COMMERCIAL COURT OF BRUSSELS
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ISSUER: INDUSTRIAL BANK OF KOREA, SEOUL
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE 47TH INCOME STATEMENT, ISSUER YES FOR FOR
BALANCE SHEET AND PROPOSED DISPOSITION OF RETAINED
EARNING
PROPOSAL #2.: APPROVE THE DIRECTOR REMUNERATION LIMIT ISSUER YES FOR FOR
PROPOSAL #3.: APPROVE THE AUDITOR REMUNERATION LIMIT ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INFOSYS TECHNOLOGIES LIMITED
TICKER: INFY CUSIP: 456788108
MEETING DATE: 6/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO RECEIVE, CONSIDER AND ADOPT THE ISSUER YES FOR N/A
BALANCE SHEET AS AT MARCH 31, 2008 AND THE PROFIT AND
LOSS ACCOUNT FOR THE YEAR.
PROPOSAL #02: TO DECLARE A FINAL AND SPECIAL DIVIDEND ISSUER YES FOR N/A
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2008.
PROPOSAL #03: TO APPOINT A DIRECTOR IN PLACE OF CLAUDE ISSUER YES FOR N/A
SMADJA, WHO RETIRES BY ROTATION AND, BEING ELIGIBLE,
SEEKS RE-APPOINTMENT.
PROPOSAL #04: TO APPOINT A DIRECTOR IN PLACE OF SRIDAR ISSUER YES FOR N/A
A. IYENGAR, WHO RETIRES BY ROTATION AND, BEING
ELIGIBLE SEEKS RE-APPOINTMENT.
PROPOSAL #05: TO APPOINT A DIRECTOR IN PLACE OF NANDAN ISSUER YES FOR N/A
M. NILEKANI, WHO RETIRES BY ROTATION AND, BEING
ELIGIBLE, SEEKS RE-APPOINTMENT.
PROPOSAL #06: TO APPOINT A DIRECTOR IN PLACE OF K. ISSUER YES FOR N/A
DINESH, WHO RETIRES BY ROTATION AND, BEING ELIGIBLE,
SEEKS RE-APPOINTMENT.
PROPOSAL #07: TO APPOINT A DIRECTOR IN PLACE OF ISSUER YES FOR N/A
SRINATH BATNI, WHO RETIRES BY ROTATION AND, BEING
ELIGIBLE, SEEKS RE-APPOINTMENT.
PROPOSAL #08: TO APPOINT AUDITORS TO HOLD OFFICE FROM ISSUER YES FOR N/A
THE CONCLUSION OF THE ANNUAL GENERAL MEETING HELD ON
JUNE 14, 2008, UNTIL THE CONCLUSION OF THE NEXT ANNUAL
GENERAL MEETING, AND TO FIX THEIR REMUNERATION.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ING
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING REMARKS AND ANNOUNCEMENTS ISSUER NO N/A N/A
PROPOSAL #2.A: REPORT OF THE EXECUTIVE BOARD FOR 2007 ISSUER NO N/A N/A
PROPOSAL #2.B: REPORT OF THE SUPERVISORY BOARD FOR 2007 ISSUER NO N/A N/A
PROPOSAL #2.C: ANNUAL ACCOUNTS FOR 2007 ISSUER YES FOR FOR
PROPOSAL #3.A: PROFIT RETENTION AND DISTRIBUTION POLICY ISSUER NO N/A N/A
PROPOSAL #3.B: DIVIDEND FOR 2007, A TOTAL DIVIDEND OF ISSUER YES FOR FOR
EUR 1.48 PER ?DEPOSITARY RECEIPT FOR AN? ORDINARY
SHARE WILL BE PROPOSED TO THE GENERAL MEETING OF
SHAREHOLDERS; TAKING INTO ACCOUNT THE INTERIM DIVIDEND
OF EUR 0.66 PAID IN AUG 2007, THE FINAL DIVIDEND WILL
AMOUNT TO EUR 0.82 PER ?DEPOSITARY RECEIPT FOR AN?
ORDINARY SHARE; REFERENCE IS ALSO MADE TO PAGES 07 AND
241 OF THE 2007 ANNUAL REPORT
PROPOSAL #4.A: REMUNERATION REPORT ISSUER NO N/A N/A
PROPOSAL #4.B: TO APPROVE THAT: A) FOR 2007 661,403 ISSUER YES FOR FOR
STOCK OPTIONS ?RIGHTS TO ACQUIRE ORDINARY SHARES OR
DEPOSITARY RECEIPTS FOR ORDINARY SHARES? WILL BE
GRANTED TO THE MEMBERS OF THE EXECUTIVE BOARD; B) FOR
2007 A MAXIMUM OF 313,474 PERFORMANCE SHARES ?ORDINARY
SHARES OR DEPOSITARY RECEIPTS FOR ORDINARY SHARES?
WILL BE GRANTED TO THE MEMBERS OF THE EXECUTIVE BOARD;
C) FOR 2007 54,312 CONDITIONAL SHARES ?ORDINARY
SHARES OR DEPOSITARY RECEIPTS FOR ORDINARY SHARES?
WILL BE GRANTED TO MR. TOM MCINERNEY, IN ADDITION TO
THE STOCK OPTIONS AND PERFORMANCE SHARES INCLUDED IN
ITEMS A AND B
PROPOSAL #5.: CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #6.: CORPORATE RESPONSIBILITY ISSUER NO N/A N/A
PROPOSAL #7.A: DISCHARGE OF THE EXECUTIVE BOARD IN ISSUER YES FOR FOR
RESPECT OF THE DUTIES PERFORMED DURING THE YEAR 2007
PROPOSAL #7.B: DISCHARGE OF THE SUPERVISORY BOARD IN ISSUER YES FOR FOR
RESPECT OF THE DUTIES PERFORMED DURING THE YEAR 2007
PROPOSAL #8.: IT IS PROPOSED TO APPOINT ERNST & YOUNG ISSUER YES FOR FOR
ACCOUNTANTS AS THE AUDITOR OF THE COMPANY WITH THE
INSTRUCTION TO AUDIT THE ANNUAL ACCOUNTS FOR THE FYS
2008 TO 2011 INCLUSIVE, IN ACCORDANCE WITH ARTICLE
393, BOOK 2 OF THE DUTCH CIVIL CODE, TO REPORT ABOUT
THE OUTCOME OF THIS AUDIT TO THE EXECUTIVE BOARD AND
THE SUPERVISORY BOARD AND TO GIVE A STATEMENT ABOUT
THE TRUTH AND FAIRNESS OF THE ANNUAL ACCOUNTS
PROPOSAL #9.A: RE-APPOINTMENT OF MR. ERIC BOYER DE LA ISSUER YES FOR FOR
GIRODAY AS A MEMBER OF THE MANAGEMENT BOARD UNTIL THE
AGM 2012
PROPOSAL #9.B: RE-APPOINTMENT THE MR. ELI LEENAARS AS ISSUER YES FOR FOR
A MEMBER OF THE MANAGEMENT BOARD UNTIL THE AGM 2012
PROPOSAL #10.A: RE-APPOINTMENT OF MR. ERIC BOURDAIS DE ISSUER YES FOR FOR
CHARBONIERE AS A MEMBER OF THE SUPERVISORY BOARD
WHERE ALL DETAILS AS LAID DOWN IN ARTICLE 2:158
PARAGRAPH 5, SECTION 2: 142 PARAGRAPH 3 OF THE DUTCH
CIVIL CODE ARE AVAILABLE FOR THE GENERAL MEETING OF
PROPOSAL #10.B: APPOINTMENT OF MRS. JOAN SPERO AS A ISSUER YES FOR FOR
MEMBER OF THE SUPERVISORY BOARD WHERE ALL DETAILS AS
LAID DOWN IN ARTICLE 2:158 PARAGRAPH 5, SECTION 2: 142
PARAGRAPH 3 OF THE DUTCH CIVIL CODE ARE AVAILABLE FOR
THE GENERAL MEETING OF SHAREHOLDERS
PROPOSAL #10.C: APPOINTMENT OF MR. HARISH MANWANI AS A ISSUER YES FOR FOR
MEMBER OF THE SUPERVISORY BOARD WHERE ALL DETAILS AS
LAID DOWN IN ARTICLE 2:158 PARAGRAPH 5, SECTION 2: 142
PARAGRAPH 3 OF THE DUTCH CIVIL CODE ARE AVAILABLE FOR
THE GENERAL MEETING OF SHAREHOLDERS
PROPOSAL #10.D: APPOINTMENT OF MR. AMAN MEHTA AS A ISSUER YES FOR FOR
MEMBER OF THE SUPERVISORY BOARD WHERE ALL DETAILS AS
LAID DOWN IN ARTICLE 2:158 PARAGRAPH 5, SECTION 2: 142
PARAGRAPH 3 OF THE DUTCH CIVIL CODE ARE AVAILABLE FOR
THE GENERAL MEETING OF SHAREHOLDERS
PROPOSAL #10.E: APPOINTMENT OF MR. JACKSON THAI AS A ISSUER YES FOR FOR
MEMBER OF THE SUPERVISORY BOARD WHERE ALL DETAILS AS
LAID DOWN IN ARTICLE 2:158 PARAGRAPH 5, SECTION 2: 142
PARAGRAPH 3 OF THE DUTCH CIVIL CODE ARE AVAILABLE FOR
THE GENERAL MEETING OF SHAREHOLDERS
PROPOSAL #11.: IT IS PROPOSED TO AMEND THE SUPERVISORY ISSUER YES FOR FOR
BOARD REMUNERATION POLICY IN SUCH WAY THAT AN
ADDITIONAL FEE OF EUR 2.000 PER ATTENDED SUPERVISORY
BOARD OR COMMITTEE MEETING WILL BE PAID IF THE MEETING
IS HELD OUTSIDE THE COUNTRY OF RESIDENCE OF THE
SUPERVISORY BOARD MEMBER; AN ADDITIONAL FEE OF EUR
7.500 ?WHICH WILL REPLACE THE AMOUNT OF EUR 2.00, AS
MEANT UNDER 1) PER ATTENDED SUPERVISORY BOARD OR
COMMITTEE MEETING WILL BE PAID IF INTERCONTINENTAL
TRAVEL IS REQUIRED FOR ATTENDING THE MEETING
PROPOSAL #12.: IT IS PROPOSED THAT THE EXECUTIVE BOARD ISSUER YES FOR FOR
BE APPOINTED AS THE CORPORATE BODY THAT WILL BE
AUTHORIZED, UPON APPROVAL OF THE SUPERVISORY BOARD, TO
ISSUE ORDINARY SHARES, TO GRANT THE RIGHT TO TAKE UP
SUCH SHARES AND TO RESTRICT OR EXCLUDE PREFERENTIAL
RIGHTS OF SHAREHOLDERS; THIS AUTHORITY APPLIES TO THE
PERIOD ENDING ON 22 OCT 2009 ?SUBJECT TO EXTENSION BY
THE GENERAL MEETING OF SHAREHOLDERS?: I) FOR A TOTAL
OF 200,000,000 ORDINARY SHARES, PLUS II) FOR A TOTAL
OF 200,000,000 ORDINARY SHARES, ONLY IF THESE SHARES
ARE ISSUED IN CONNECTION WITH THE TAKE-OVER OF A
BUSINESS OR COMPANY
PROPOSAL #13.: IT IS PROPOSED THAT THE EXECUTIVE BOARD ISSUER YES FOR FOR
BE AUTHORIZED FOR A PERIOD ENDING ON 22 OCT 2009, TO
ACQUIRE IN THE NAME OF THE COMPANY FULLY PAID-UP
ORDINARY SHARES IN THE CAPITAL OF THE COMPANY OR
DEPOSITARY RECEIPTS FOR SUCH SHARES; THIS
AUTHORIZATION IS SUBJECT TO THE MAXIMUM SET BY THE LAW
AND BY THE ARTICLES OF ASSOCIATION AND APPLIES FOR
EACH MANNER OF ACQUISITION OF OWNERSHIP FOR WHICH THE
LAW REQUIRES AN AUTHORIZATION LIKE THE PRESENT ONE;
THE PURCHASE PRICE SHALL NOT BE LESS THAN ONE EUROCENT
AND NOT HIGHER THAN THE HIGHEST PRICE AT WHICH THE
DEPOSITARY RECEIPTS FOR THE COMPANY'S ORDINARY SHARES
ARE TRADED ON THE EURONEXT AMSTERDAM BY NYSE EURONEXT
ON THE DATE ON WHICH THE PURCHASE CONTRACT IS
CONCLUDED OR THE PRECEDING DAY ON WHICH THIS STOCK
MARKET IS OPEN
PROPOSAL #14.: IT IS PROPOSED TO CANCEL ALL SUCH ISSUER YES FOR FOR
ORDINARY SHARES: 1) AS THE COMPANY MAY OWN ON 22 APR
2008 OR MAY ACQUIRE SUBSEQUENTLY IN THE PERIOD UNTIL
22 OCT 2009, OR 2) FOR WHICH THE COMPANY OWNS THE
DEPOSITARY RECEIPTS ON 22 APR 2008 OR MAY ACQUIRE THE
DEPOSITARY RECEIPTS SUBSEQUENTLY IN THE PERIOD UNTIL
22 OCT 2009, OTHER THAN FOR THE PURPOSE OF HEDGING
EMPLOYEE STOCK OPTIONS OR, AS THE CASE MAY BE,
PERFORMANCE SHARES
PROPOSAL #15.A: EXPLANATION ON THE PUBLIC OFFER FOR ISSUER NO N/A N/A
THE PREFERENCE A SHARES AND THE DEPOSITARY RECEIPTS
FOR PREFERENCE A SHARES
PROPOSAL #15.B: IT IS PROPOSED THAT THE EXECUTIVE ISSUER YES FOR FOR
BOARD BE AUTHORIZED TO ACQUIRE IN THE NAME OF THE
COMPANY FULLY PAID-UP PREFERENCE A SHARES IN THE
CAPITAL OF THE COMPANY OR DEPOSITARY RECEIPTS FOR SUCH
SHARES; THIS AUTHORIZATION WILL HAVE A NATURAL ENDING
ON THE DATE ON WHICH ALL PREFERENCE A SHARES IN THE
CAPITAL OF THE COMPANY ARE CANCELLED, BUT ULTIMATELY
ON 22 OCT 2009; THIS AUTHORIZATION IS SUBJECT TO THE
MAXIMUM SET BY THE LAW AND BY THE ARTICLES OF
ASSOCIATION AND APPLIES FOR EACH MANNER OF ACQUISITION
OF OWNERSHIP FOR WHICH THE LAW REQUIRES AN
AUTHORIZATION LIKE THE PRESENT ONE; THE PURCHASE PRICE
PER SHARE SHALL NOT BE LESS THAN ONE EUROCENT AND NOT
HIGHER THAN 130% OF THE AMOUNT, INCLUDING SHARE
PREMIUM, THAT IS PAID ON SUCH A SHARE, OR 130% OF THE
HIGHEST PRICE AT WHICH THE DEPOSITARY RECEIPTS FOR THE
COMPANY'S PREFERENCE A SHARES ARE TRADED ON THE
EURONEXT AMSTERDAM BY NYSE EURONEXT EITHER ON THE DATE
ON WHICH AN OFFER FOR THE PREFERENCE A SHARES IS MADE
OR ON THE DATE ON WHICH THE PURCHASE CONTRACT IS
CONCLUDED OR THE PRECEDING DAY ON WHICH THIS STOCK
MARKET IS OPEN
PROPOSAL #15.C: IT IS PROPOSED TO CANCEL ALL SUCH ISSUER YES FOR FOR
PREFERENCE A SHARES: 1) AS THE COMPANY MAY OWN ON 22
APRIL 2008 OR MAY ACQUIRE SUBSEQUENTLY IN THE PERIOD
UNTIL 22 OCT 2009, OR 2) FOR WHICH THE COMPANY OWNS
THE DEPOSITARY RECEIPTS ON 22 APR 2008 OR MAY ACQUIRE
THE DEPOSITARY RECEIPTS SUBSEQUENTLY IN THE PERIOD
UNTIL 22 OCT 2009; THE ABOVE-MENTIONED CANCELLATION
WILL BECOME EFFECTIVE ON THE DATE ON WHICH ALL OF THE
FOLLOWING CONDITIONS ARE MET: 1) THE EXECUTIVE BOARD
HAS INDICATED IN A BOARD RESOLUTION WHICH PREFERENCE A
SHARES WILL BE CANCELLED AND SUCH RESOLUTION WAS
FILED TOGETHER WITH THIS PRESENT RESOLUTION WITH THE
COMMERCIAL REGISTER; 2) THE PREFERENCE A SHARES TO BE
CANCELLED OR THE DEPOSITARY RECEIPTS FOR SUCH SHARES
ARE CONTINUED TO BE HELD BY THE COMPANY ON THE
EFFECTIVE DATE OF THE CANCELLATION; 3) THE
REQUIREMENTS OF SECTION 100, PARAGRAPH 5 OF BOOK 2 OF
THE DUTCH CIVIL CODE HAVE BEEN MET
PROPOSAL #15.D: IT IS PROPOSED TO REDEEM AND CANCEL ISSUER YES FOR FOR
ALL SUCH PREFERENCE A SHARES: 1) WHICH ARE NOT BEING
HELD BY THE COMPANY AND 2) FOR WHICH THE DEPOSITARY
RECEIPTS ARE NOT BEING HELD BY THE COMPANY AFTER THE
SETTLEMENT OF THE PUBLIC OFFER MADE BY THE COMPANY FOR
ALL ISSUED AND OUTSTANDING PREFERENCE A SHARES AND
DEPOSITARY RECEIPTS FOR SUCH SHARES, AGAINST REPAYMENT
OF EUR 3.40 PER SHARE PLUS DIVIDEND UP TO AND
INCLUDING THE DAY BEFORE THE DATE OF REDEMPTION; THE
ABOVE-MENTIONED CANCELLATION WILL BE BECOME EFFECTIVE
ON THE DATE ON WHICH ALL OF THE FOLLOWING CONDITIONS
ARE MET: 1) THE EXECUTIVE BOARD HAS INDICATED IN A
BOARD RESOLUTION THE PREFERENCE A SHARES WHICH WILL BE
CANCELLED AND SUCH RESOLUTION WAS FILED TOGETHER WITH
THIS PRESENT RESOLUTION WITH THE COMMERCIAL REGISTER;
2) THE AMOUNT BY WHICH PURSUANT TO AN INTERIM
STATEMENT OF NET ASSETS THE NET ASSETS OF THE
COMPANY EXCEED THE SUM OF ITS CAPITAL AND RESERVES
THAT MUST BE RETAINED PURSUANT TO THE LAW, IS ADEQUATE
TO REPAY THE SHARE PREMIUM AND THE DIVIDEND ON THE
CANCELLED PREFERENCE A SHARES; 3) THE REQUIREMENTS OF
SECTION 100, PARAGRAPH 5 OF BOOK 2 OF THE DUTCH CIVIL
CODE HAVE BEEN MET
PROPOSAL #15.E: IT IS PROPOSED: A) THAT ON THE ISSUER YES FOR FOR
CONDITION PRECEDENT THAT ALL PREFERENCE A SHARES IN
THE CAPITAL OF THE COMPANY ARE CANCELLED, THE ARTICLES
OF ASSOCIATION OF THE COMPANY BE AMENDED IN AGREEMENT
WITH THE PROPOSAL PREPARED BY ALLEN & OVERY LLP,
DATED 06 FEB 2008; B) THAT EACH MEMBER OF THE
EXECUTIVE BOARD AND EACH OF JAN-WILLEM VINK, CORNELIS
BLOKBERGEN, HENK BRUISTEN AND MAARTJE DAPPEREN BE
AUTHORIZED WITH THE POWER OF SUBSTITUTION TO EXECUTE
THE NOTARIAL DEED OF AMENDMENT OF THE ARTICLES OF
ASSOCIATION AND FURTHERMORE TO DO EVERYTHING THAT
MIGHT BE NECESSARY OR DESIRABLE IN CONNECTION
HEREWITH, INCLUDING THE POWER TO MAKE SUCH AMENDMENTS
IN OR ADDITIONS TO THE DRAFT DEED AS MAY APPEAR TO BE
NECESSARY IN ORDER TO OBTAIN THE REQUIRED NIHIL
OBSTAT FROM THE MINISTER OF JUSTICE
PROPOSAL #16.: ANY OTHER BUSINESS AND CLOSING OF THE ISSUER NO N/A N/A
GENERAL MEETING
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ING CDA INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. PAUL CANTOR AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT MR. MARCEL COTE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT MR. IVAN E.H. DUVAR AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT MS. EILEEN MERCIER AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT MR. ROBERT NORMAND AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT MS. LOUISE ROY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT MS. CAROL STEPHENSON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.: APPOINT THE AUDITOR ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INMET MNG CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. YILMAZ ARGUDEN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT MR. DAVID R. BEATTY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT MR. JOHN C. EBY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT MR. PAUL E. GAGNE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT MR. OYVIND HUSHOVD AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT MR. THOMAS E. MARA AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT MR. RICHARD A. ROSS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT MR. JAMES M. TORY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT MR. DOUGLAS W.G. WHITEHEAD AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.: APPOINT KPMG LLP AS THE AUDITORS OF THE ISSUER YES FOR FOR
COMPANY
PROPOSAL #3.: APPROVE THE LONG TERM INCENTIVE PLAN, ISSUER YES FOR FOR
INCLUDING A RESERVE OF 500,000 COMMON SHARES TO BE
ISSUED UNDER THE PLAN
PROPOSAL #4.: APPROVE A NEW BY-LAW ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INPEX HOLDINGS INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR FOR
PROPOSAL #2: AMEND ARTICLES TO: APPROVE MINOR ISSUER YES AGAINST AGAINST
REVISIONS, CHANGE OFFICIAL COMPANY NAME,CHANGE
COMPANY'S LOCATION
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.13: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.14: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.15: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.16: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #5: APPROVE RETIREMENT ALLOWANCE FOR RETIRING ISSUER YES AGAINST AGAINST
CORPORATE OFFICERS, AND PAYMENT OFACCRUED BENEFITS
ASSOCIATED WITH ABOLITION OF RETIREMENT BENEFIT SYSTEM
FOR CURRENT CORPORATE OFFICERS
PROPOSAL #6: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR FOR
AND CORPORATE AUDITORS
PROPOSAL #7: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR FOR
CORPORATE OFFICERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INVESTORS GROUP INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/2/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. ANDRE DESMARANS AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
PROPOSAL #1.2: ELECT MR. PAUL DESMARANS, JR. AS A ISSUER YES ABSTAIN AGAINST
DIRECTOR
PROPOSAL #1.3: ELECT MR. ROBERT GRATTON AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
PROPOSAL #1.4: ELECT MR. DANIEL JOHNSON AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
PROPOSAL #1.5: ELECT MR. RT. HON .D. F. MAZANKOWSKI AS ISSUER YES ABSTAIN AGAINST
A DIRECTOR
PROPOSAL #1.6: ELECT MR. JOHN S. MCCALLUM AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
PROPOSAL #1.7: ELECT MR. RAYMOND L. MCFEETORS AS A ISSUER YES ABSTAIN AGAINST
DIRECTOR
PROPOSAL #1.8: ELECT MR. R. JEFFREY ORR AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
PROPOSAL #1.9: ELECT MR. ROY W. PIPER AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
PROPOSAL #1.10: ELECT MR. MICHEL PLESSIS-BELAIR AS A ISSUER YES ABSTAIN AGAINST
DIRECTOR
PROPOSAL #1.11: ELECT MR. PHILIP K. RYAN AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
PROPOSAL #1.12: ELECT MR. SUSAN SHERK AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
PROPOSAL #1.13: ELECT MR. CHARLES R. SIMS AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
PROPOSAL #1.14: ELECT MR. MURRAY J. TAYLOR AS A ISSUER YES ABSTAIN AGAINST
DIRECTOR
PROPOSAL #1.15: ELECT MR. GERARD VEILLEUX AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
PROPOSAL #2.: APPOINT THE AUDITORS ISSUER YES ABSTAIN AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ITV PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE REPORT AND ACCOUNTS ISSUER YES FOR FOR
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 1.8P ISSUER YES FOR FOR
PROPOSAL #4.: ELECT MR. DAWN AIREY AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
PROPOSAL #5.: RE-ELECT SIR JAMES CROSBY AS A NON- ISSUER YES FOR FOR
EXECUTIVE DIRECTOR
PROPOSAL #6.: ELECT MR. RUPERT HOWELL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: ELECT MR. HEATHER KILLEN AS A NON- ISSUER YES FOR FOR
EXECUTIVE DIRECTOR
PROPOSAL #8.: ELECT MR. JOHN ORMEROD AS A NON- ISSUER YES FOR FOR
EXECUTIVE DIRECTOR
PROPOSAL #9.: RE-ELECT MR. BARONESS USHA PRASHAR AS A ISSUER YES FOR FOR
NON-EXECUTIVE DIRECTOR
PROPOSAL #10.: ELECT MR. AGNES TOURANE AS A NON- ISSUER YES FOR FOR
EXECUTIVE DIRECTOR
PROPOSAL #11.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR FOR
AUDITORS
PROPOSAL #12.: AUTHORIZE THE DIRECTORS TO DETERMINE ISSUER YES FOR FOR
THE AUDITORS REMUNERATION
PROPOSAL #13.: GRANT AUTHORITY TO ALLOT SHARES ISSUER YES FOR FOR
PROPOSAL #S.14: APPROVE TO DISAPPLY THE PRE-EMPTION ISSUER YES FOR FOR
RIGHTS
PROPOSAL #15.: GRANT AUTHORITY FOR CERTAIN DONATIONS ISSUER YES FOR FOR
AND EXPENDITURE
PROPOSAL #S.16: APPROVE TO PURCHASE OWN SHARES ISSUER YES FOR FOR
PROPOSAL #S.17: APPROVE THE NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JFE HOLDINGS,INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.: APPROVE PAYMENT OF BONUSES TO CORPORATE ISSUER YES FOR FOR
OFFICERS
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: APPOINT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JSC MMC NORILSK NICKEL
TICKER: NILSY CUSIP: 46626D108
MEETING DATE: 10/12/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO TERMINATE THE POWERS OF THE BOARD OF ISSUER YES AGAINST AGAINST
DIRECTORS OF MMC NORILSK NICKEL AHEAD OF SCHEDULE.
PROPOSAL #2A: ELECT ANDREI E. BOUGROV TO THE BOARD OF ISSUER YES ABSTAIN AGAINST
DIRECTORS
PROPOSAL #2B: ELECT ELENA E. BULAVSKAYA TO THE BOARD ISSUER YES ABSTAIN AGAINST
OF DIRECTORS
PROPOSAL #2C: ELECT VLADIMIR I. DOLGIKH TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS
PROPOSAL #2D: ELECT ANDREY A. KLISHAS TO THE BOARD OF ISSUER YES ABSTAIN AGAINST
DIRECTORS
PROPOSAL #2E: ELECT RALPH T. MORGAN TO THE BOARD OF ISSUER YES ABSTAIN AGAINST
DIRECTORS
PROPOSAL #2F: ELECT DENIS S. MOROZOV TO THE BOARD OF ISSUER YES ABSTAIN AGAINST
DIRECTORS
PROPOSAL #2G: ELECT KIRILL YU. PARINOV TO THE BOARD OF ISSUER YES ABSTAIN AGAINST
DIRECTORS
PROPOSAL #2H: ELECT MIKHAIL D. PROKHOROV TO THE BOARD ISSUER YES ABSTAIN AGAINST
OF DIRECTORS
PROPOSAL #2I: ELECT DMITRY V. RAZUMOV TO THE BOARD OF ISSUER YES ABSTAIN AGAINST
DIRECTORS
PROPOSAL #2J: ELECT EKATERINA M. SALNIKOVA TO THE ISSUER YES ABSTAIN AGAINST
BOARD OF DIRECTORS
PROPOSAL #2K: ELECT MICHAEL A. SOSNOVSKI TO THE BOARD ISSUER YES ABSTAIN AGAINST
OF DIRECTORS
PROPOSAL #2L: ELECT SERGEY A. STEFANOVICH TO THE BOARD ISSUER YES ABSTAIN AGAINST
OF DIRECTORS
PROPOSAL #2M: ELECT KIRILL L. UGOLNIKOV TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS
PROPOSAL #2N: ELECT HEINZ S. SCHIMMELBUSCH TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS
PROPOSAL #2O: ELECT CHEVALLER GUY DE SELLIERS DE ISSUER YES FOR FOR
MORANVILLE TO THE BOARD OF DIRECTORS
PROPOSAL #03: TO TERMINATE THE POWERS OF THE REVISION ISSUER YES FOR FOR
COMMISSION OF MMC NORILSK NICKEL AHEAD OF SCHEDULE.
PROPOSAL #04: TO ELECT THE FOLLOWING NOMINEES TO THE ISSUER YES FOR FOR
REVISION COMMISSION: MARINA V. VDOVINA, VADIM YU,
MESHCHERYAKOV, NIKOLAY V. MOROZOV, OLGA YU. ROMPEL,
OLESSYA V. FIRSYK.
PROPOSAL #05: TO APPROVE THE NEW VERSION OF THE ISSUER YES FOR FOR
REGULATIONS ON THE GENERAL MEETING OF SHAREHOLDERS OF
MMC NORILSK NICKEL AS PER THE ADDENDUM.
PROPOSAL #06: TO APPROVE MMC NORILSK NICKEL'S ISSUER YES FOR FOR
PARTICIPATION IN THE NON-PROFIT ORGANIZATION RUSSIAN
ASSOCIATION OF EMPLOYERS NATIONAL ALLIANCE OF NICKEL
AND PRECIOUS METALS PRODUCERS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KAZAKHMYS PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/19/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, THE PROPOSED ACQUISITION BY THE ISSUER YES FOR FOR
COMPANY OF THE ENTIRE ISSUED SHARE CAPITAL OF
KAZAKHMYS EURASIA B V ?THE ACQUISITION ? AS SPECIFIED,
PURSUANT TO THE TERMS AND SUBJECT TO THE CONDITIONS
OF THE OPTION DEED DATE 13 MAR 2006 BETWEEN THE
COMPANY AND BRACEWOOD INVESTMENT B V ?THE OPTION DEED?
AND THE ACQUISITION AGREEMENT DATED 01 OCT 2007
BETWEEN THE COMPANY AND BRACEWOOD INVESTMENT B V ?THE
ACQUISITION?; AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO DO ALL SUCH ACTS AND THINGS AND EXECUTE ALL
SUCH DEEDS AND DOCUMENTS AS THEY MAY IN THEIR
ABSOLUTE DISCRETION CONSIDER NECESSARY AND OR
DESIRABLE IN ORDER TO IMPLEMENT AND COMPLETE THE
ACQUISITION IN ACCORDANCE WITH THE TERMS DESCRIBED IN
THE OPTION DEED AND THE ACQUISITION AGREEMENT ,
SUBJECT TO SUCH IMMATERIAL AMENDMENTS OR VARIATIONS
THERETO AS THE DIRECTORS OF THE COMPANY MAY IN THEIR
ABSOLUTE DISCRETION THINK FIT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KAZAKHMYS PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS AND ISSUER YES FOR FOR
AUDITORS AND THE ACCOUNTS OF THE COMPANY FOR THE YE 31
DEC 2007
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 27.4 US ISSUER YES FOR FOR
CENTS PER ORDINARY SHARE
PROPOSAL #3.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE YE 31 DEC 2007
PROPOSAL #4.: RE-ELECT MR. VLADIMIR KIM AS A DIRECTOR, ISSUER YES FOR FOR
WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE
COMPANYS ARTICLE OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. OLEG NOVACHUK AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. VLADIMIR NI AS A DIRECTOR, ISSUER YES FOR FOR
WHO RETIRES BY ROTATION IN ACCORDANCEWITH THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #7.: RE-ELECT MR. LORD RENWICK AS A DIRECTOR, ISSUER YES FOR FOR
WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #8.: RE-APPOINT ERNST AND YOUNG LLP AS THE ISSUER YES FOR FOR
AUDITOR OF THE COMPANY UNTIL THE CONCLUSION OF THE
NEXT AGM AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS
PROPOSAL #10.: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR FOR
SUBSTITUTION FOR ANY EXISTING AUTHORITY PURSUANT TO
AND IN ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT
1985 AS AMENDED ?THE COMPANIES ACT? TO EXERCISE ALL
POWERS OF THE COMPANY TO ALLOT RELEVANT SECURITIES
?SECTION 80 OF THE COMPANIES ACT? UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 30,330,285; ?AUTHORITY EXPIRES
AT THE CONCLUSION OF THE COMPANY'S AGM IN 2009?; 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, PURSUANT TO ISSUER YES FOR FOR
SECTION 95 OF THE COMPANIES ACT 1985, TOALLOT EQUITY
SECURITIES ?SECTION 94(2)? FOR CASH AS IF SECTION
89(1) OF THE COMPANIES AT 1985 DID NOT APPLY TO SUCH
ALLOTMENT AS THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS
ISSUE; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
4,549,542; ?AUTHORITY EXPIRES AT THE CONCLUSION OF THE
COMPANY'S AGM IN 2009?; AND THE DIRECTORS MAY ALLOT
EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR
TO SUCH EXPIRY
PROPOSAL #S.12: AUTHORIZE THE COMPANY, FOR THE ISSUER YES FOR FOR
PURPOSES OF SECTION 166 OF THE COMPANIES ACT 1985, TO
MAKE ONE OR MORE MARKET PURCHASES ?SECTION 163(3) OF
THE COMPANIES ACT? OF ORDINARY SHARES OF 20 PENCE EACH
IN THE CAPITAL OF THE COMPANY, THE MAXIMUM AGGREGATE
NUMBER OF ORDINARY SHARES TO BE PURCHASED IS
45,495,428; AT A MINIMUM PRICE TO BE PAID FOR AN
ORDINARY SHARE IS 20 PENCE PER ORDINARY SHARE AND NOT
MORE THAN 105% OF THE AVERAGE OF THE CLOSING PRICE OF
THE COMPANY'S ORDINARY SHARE AS DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE
FIVE BUSINESS DAYS PRECEDING THE DATE OF PURCHASE OR
THE PRICE OF THE LAST INDEPENDENT TRADE AND THE
HIGHEST CURRENT BID AS STIPULATED BY ARTICLE 5(1) OF
THE COMMISSION REGULATION (EC) 22 DEC 2003
IMPLEMENTING THE MARKET ABUSE DIRECTIVE AS REGARDS
EXEMPTIONS FOR BUY-BACK PROGRAMMES AND STABILIZATION
OF FINANCIAL INSTRUMENTS ?NUMBER 2273/2003? ?AUTHORITY
EXPIRES AT THE CONCLUSION OF THE COMPANY'S AGM IN
2009?; BEFORE THE EXPIRY, THE COMPANY MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.13: ADOPT THE ARTICLES OF ASSOCIATION, ISSUER YES FOR FOR
PRODUCED TO THE MEETING AND INTIALLED BY BY THE
CHAIRMAN OF THE MEETING FOR THE PURPOSE OF
IDENTIFICATION, IN SUBSTITUTION FOR AND TO THE
EXCLUSION OF THE EXISTING ARTICLES OF ASSOCIATION OF
THE COMPANY
PROPOSAL #S.14: ADOPT, IN DOCUMENT MARKED ARTICLES ISSUER YES FOR FOR
RELATING TO DIRECTORS CONFLICTS PRODUCED TO THE
MEETING AND INITIALED BY THE CHAIRMAN OF THE MEETING
FOR THE PURPOSE OF IDENTIFICATION, THE ARTICLES 126 TO
130 IN SUBSTITUTION FOR AND TO THE EXCLUSION OF THE
EXISTING ARTICLES 126 TO 130 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY AS SPECIFIED IN RESOLUTION
13 AND THE ARTICLES FOLLOWING THE SUBSTITUTED ARTICLES
BE RENUMBERED ACCORDINGLY
PROPOSAL #15.: AUTHORIZE THE COMPANY, SUBJECT TO AND ISSUER YES FOR FOR
IN ACCORDANCE WITH THE PROVISION OF THECOMPANIES ACT
2006, TO SEND CONVEY OR SUPPLY ALL TYPES OF NOTICES,
DOCUMENTS OR INFORMATION TO ITS SHAREHOLDERS BY MEANS
OF ELECTRONIC EQUIPMENT INCLUDED BY MARKING SUCH
NOTICES, DOCUMENTS OR INFORMATION AVAILABLE IN WEBSITE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KONINKLIJKE AHOLD NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.: TO REPORT OF THE CORPORATE EXECUTIVE ISSUER NO N/A N/A
BOARD FOR FY 2007
PROPOSAL #3.: EXPLANATION OF POLICY ON ADDITIONS TO ISSUER NO N/A N/A
RESERVES AND DIVIDENDS
PROPOSAL #4.: APPROVE TO ADOPT 2007 FINANCIAL ISSUER YES ABSTAIN AGAINST
STATEMENTS
PROPOSAL #5.: APPROVE TO DETERMINE THE DIVIDEND OVER ISSUER YES ABSTAIN AGAINST
FY 2007
PROPOSAL #6.: GRANT DISCHARGE OF LIABILITY OF THE ISSUER YES ABSTAIN AGAINST
MEMBERS OF THE CORPORATE EXECUTIVE BOARD
PROPOSAL #7.: GRANT DISCHARGE OF LIABILITY OF THE ISSUER YES ABSTAIN AGAINST
MEMBERS OF THE SUPERVISORY BOARD COMPOSITION OF THE
CORPORATE EXECUTIVE BOARD
PROPOSAL #8.: APPOINT MRS. K. ROSS AS A MEMBER OF THE ISSUER YES ABSTAIN AGAINST
CORPORATE EXECUTIVE BOARD, WITH EFFECT FROM 23 APR 2008
PROPOSAL #9.: APPOINT MR. P.N. WAKKIE FOR A NEW TERM ISSUER YES ABSTAIN AGAINST
AS A MEMBER OF THE CORPORATE EXECUTIVEBOARD, WITH
EFFECT FROM 23 APR 2008
PROPOSAL #10.: APPOINT MR. R. DAHAN FOR A NEW TERM AS ISSUER YES ABSTAIN AGAINST
A MEMBER OF THE SUPERVISORY BOARD, WITH EFFECT FROM 23
APR 2008
PROPOSAL #11.: APPOINT MRS. K.M.A. DE SEGUNDO FOR A ISSUER YES ABSTAIN AGAINST
NEW TERM AS A MEMBER OF THE SUPERVISORY BOARD WITH
EFFECT FROM 23 APR 2008
PROPOSAL #12.: APPOINT MR. M.G. MCGRATH AS A MEMBER OF ISSUER YES ABSTAIN AGAINST
THE SUPERVISORY BOARD, WITH EFFECT FROM 23 APR 2008
PROPOSAL #13.: APPOINT DELOITTE ACCOUNTANTS B.V. AS ISSUER YES ABSTAIN AGAINST
EXTERNAL AUDITOR OF THE COMPANY FOR FY 2008
PROPOSAL #14.: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES ABSTAIN AGAINST
PROPOSAL #15.: APPROVE TO PUBLISH REGULATED ISSUER YES ABSTAIN AGAINST
INFORMATION EXCLUSIVELY IN THE ENGLISH LANGUAGE
PROPOSAL #16.: AUTHORIZE THE CORPORATE EXECUTIVE BOARD ISSUER YES ABSTAIN AGAINST
FOR A PERIOD OF 18 MONTHS, I.E., UNTIL AND INCLUDING
23 OCT 2009, SUBJECT TO THE APPROVAL OF THE
SUPERVISORY BOARD, TO ISSUE COMMON SHARES OR GRANT
RIGHTS TO ACQUIRE COMMON SHARES UP TO A MAXIMUM OF 10
OF THE NUMBER OF ISSUED COMMON SHARES
PROPOSAL #17.: AUTHORIZE THE CORPORATE EXECUTIVE BOARD ISSUER YES ABSTAIN AGAINST
FOR A PERIOD OF 18 MONTHS, I.E., UNTIL AND INCLUDING
23 OCT 2009, SUBJECT TO THE APPROVAL OF THE
SUPERVISORY BOARD, TO RESTRICT OR EXCLUDE PRE-EMPTIVE
RIGHTS IN RELATION TO THE ISSUE OF COMMON SHARES OR
THE GRANTING OF RIGHTS TO ACQUIRE COMMON SHARES
PROPOSAL #18.: AUTHORIZE THE CORPORATE EXECUTIVE BOARD ISSUER YES ABSTAIN AGAINST
FOR A PERIOD OF 18 MONTHS, I.E., UNTIL AND INCLUDING
23 OCT 2009, TO ACQUIRE, SUBJECT TO THE APPROVAL OF
THE SUPERVISORY BOARD, SUCH NUMBER OF COMMON SHARES IN
THE COMPANY OR DEPOSITORY RECEIPTS FOR SUCH SHARES,
AS PERMITTED WITHIN THE LIMITS OF THE LAW AND THE
ARTICLES OF ASSOCIATION, TAKING INTO ACCOUNT THE
POSSIBILITY TO CANCEL THE REPURCHASE SHARES, AT THE
STOCK EXCHANGE OR OTHERWISE, AT A PRICE BETWEEN PAR
VALUE AND 110 OF THE OPENING PRICE AT EURONEXT
AMSTERDAM BY NYSE EURONEXT ON THE DATE OF ACQUISITION
PROPOSAL #19.: CLOSING ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KOOKMIN BANK, SEOUL
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/31/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MR. KANG CHUNG-WON AS AN INSIDE ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.: ELECT MR. KIM CHEE-JOONG AS AN OUTSIDE ISSUER YES FOR FOR
DIRECTOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KOOKMIN BANK, SEOUL
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT ISSUER YES ABSTAIN AGAINST
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES ABSTAIN AGAINST
PROPOSAL #3.: ELECT THE DIRECTORS ISSUER YES ABSTAIN AGAINST
PROPOSAL #4.: ELECT A CANDIDATE OF AUDIT COMMITTEE ISSUER YES ABSTAIN AGAINST
MEMBER WHO IS NOT AN OUTSIDE DIRECTOR
PROPOSAL #5.: ELECT A CANDIDATE OF AUDIT COMMITTEE ISSUER YES ABSTAIN AGAINST
MEMBER WHO IS ONE OF OUTSIDE DIRECTORS
PROPOSAL #6.: APPROVE THE LIMIT OF REMUNERATION OF THE ISSUER YES ABSTAIN AGAINST
DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KYUSHU ELECTRIC POWER COMPANY,INCORPORATED
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.13: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.14: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #4.: APPOINT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #5.: SHAREHOLDERS PROPOSAL ISSUER YES AGAINST FOR
PROPOSAL #6.: SHAREHOLDERS PROPOSAL ISSUER YES AGAINST FOR
PROPOSAL #7.: SHAREHOLDERS PROPOSAL ISSUER YES AGAINST FOR
PROPOSAL #8.: SHAREHOLDERS PROPOSAL ISSUER YES AGAINST FOR
PROPOSAL #9.: SHAREHOLDERS PROPOSAL ISSUER YES AGAINST FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LAGARDERE SCA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: THE ORDINARY GENERAL MEETING, BEING ISSUER YES FOR FOR
INFORMED OF REPORTS OF THE MANAGING PARTNERS, THE
SUPERVISORY BOARD AND THE STATUTORY AUDITORS, HEREBY
APPROVES THE SAID REPORTS IN THEIR ENTIRETIES AND THE
PARENT COMPANY FINANCIAL STATEMENTS FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2007 AS PREPARED AND PRESENTED.
CONSEQUENTLY, THE ORDINARY GENERAL MEETING APPROVES
ALL ACTIONS UNDERTAKEN BY THE MANAGING PARTNERS AS
REFLECTED IN THESE FINANCIAL STATEMENTS AND DESCRIBED
IN THESE REPORTS, AND GIVES DISCHARGE TO THE MANAGING
PARTNERS FOR THEIR MANAGEMENT IN THE FINANCIAL YEAR.
PROPOSAL #O.2: THE ORDINARY GENERAL MEETING, BEING ISSUER YES FOR FOR
INFORMED OF THE REPORTS OF THE MANAGING PARTNERS,
SUPERVISORY BOARD AND THE STATUTORY AUDITORS ON THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2007, HEREBY APPROVES SAID
CONSOLIDATED FINANCIAL STATEMENTS AS PREPARED AND
PRESENTED TO IT.
PROPOSAL #O.3: THE ORDINARY MEETING HEREBY DECLARES ISSUER YES FOR FOR
THAT THE PROFIT FOR FINANCIAL YEAR IS EUR
832,655,497.79 PLUS RETAINED EARNINGS OF EUR
91,451,718.68 GIVING A DISTRIBUTABLE PROFIT OF EUR
924,107,216.47 IT DECIDES, IN ACCORDANCE WITH THE
ARTICLES OF ASSOCIATION, TO PAY THE LIMITED PARTNERS
EUR 5,341,290 (1% OF ALLOCABLE NET PROFIT). UNDER
ARTICLE 158.3.2 OF THE FRENCH GENERAL TAX CODE, THIS
DIVIDEND WILL BE ELIGIBLE FOR THE 40% REDUCTION
AVAILABLE TO INDIVIDUAL SHAREHOLDERS WHO ARE SUBJECT
TO INCOME TAX IN FRANCE. -PAY AN ANNUAL DIVIDEND OF
EUR1.30 PER SHARE, GIVING A TOTAL MAXIMUM DISTRIBUTION
OF EUR174,373,271.80. IT SHOULD BE NOTED THAT
TREASURY SHARES AT THE DATE THIS COUPON IS DETACHED
SHALL CARRY NO DIVIDEND ENTITLEMENT, -AND ONCE
ESTABLISHED BY THE MANAGING PARTNERS, THE BALANCE
SHALL BE CARRIED TO RETAINED EARNINGS. THE DIVIDEND
SHALL BE PAYABLE BY CHECK OR BANK TRANSFER AS OF 7 MAY
2008 TO HOLDERS OF REGISTERED SHARES OR THEIR
AUTHORIZED REPRESENTATIVES. THE DIVIDEND WILL BE
ELIGIBLE FOR THE 40% REDUCTION AVAILABLE ONLY TO
INDIVIDUAL SHAREHOLDERS WHO FRANCE, IN ACCORDANCE
WITH ARTICLE 158.3.2 OF THE FRENCH GENERAL TAX CODE.
PROPOSAL #O.4: THE ORDINARY GENERAL MEETING, HAVING ISSUER YES FOR FOR
READ THE SPECIAL REPORT OF THE STATUTORYAUDITORS ON
AGREEMENTS COVERED BY ARTICLE L.226-10 OF THE FRENCH
COMMERCIAL CODE, NOTES THAT NO SUCH AGREEMENTS WERE
ENTERED INTO IN THE FINANCIAL YEAR JUST ENDED.
PROPOSAL #O.5: HAVING READ THE MANAGING PARTNERS ISSUER YES FOR FOR
SPECIAL REPORT ON THE COMPANY'S BUYBACK PROGRAM AND IN
CONFORMITY WITH CURRENT LAWS AND REGULATIONS, THE
ORDINARY GENERAL MEETING AUTHORIZES THE MANAGING
PARTNERS TO ACQUIRE UP TO 10% OF THE EQUITY OF LAGARD
RE SCA (I.E. A MAXIMUM OF 13,413,328 SHARES BASED ON
EQUITY AT 29 FEBRUARY 2008), FOR UP TO SEVEN HUNDRED
MILLION EUROS (700,000,000), UNDER THE FOLLOWING TERMS
AND CONDITIONS. PRICE PER SHARE SHALL NOT EXCEED 80
EURO BUT IF NECESSARY THIS AMOUNT WILL BE ADJUSTED TO
TAKE ACCOUNT OF EQUITY TRANSACTIONS, IN PARTICULAR
CAPITALIZATION OF RESERVES, PROFITS OR PREMIUMS AND
ALLOCATIONS OF FREE SHARES, OR STOCK OR REVERSE STOCK
SPLITS. THE MANAGING PARTNERS MAY USE THIS
AUTHORIZATION NOTABLY FOR THE FOLLOWING PURPOSES: -
TO REDUCE EQUITY BY CANCELING ALL OR PART OF THE
SHARES PURCHASED, AS AUTHORIZED BY THE MEETING OF
SHAREHOLDERS ON 10 MAY 2005; - TRANSFERRING OF SHARES
TO HOLDERS OF OPTIONS EXERCISING THEIR RIGHT TO
PURCHASE SHARES; - ALLOCATION OF FREE SHARES TO
EMPLOYEES OF THE COMPANY AND RELATED COMPANIES; -
ALLOCATION OF SHARES TO EMPLOYEES OF THE COMPANY AS
PART OF THE PROFIT-SHARING SCHEME; - ANY OTHER
ALLOCATION OF SHARES TO EMPLOYEES OF THE COMPANY AND
RELATED COMPANIES IN COMPLIANCE WITH APPLICABLE LAWS
AND REGULATIONS; - RETENTION OF TREASURY SHARES FOR
SUBSEQUENT EXCHANGE OR USE AS PAYMENT IN FUTURE
EXPANSION THROUGH ACQUISITION; - MAKING AND
REGULATING THE MARKET IN COMPANY SHARES THROUGH MARKET
MAKER AGREEMENTS WITH AN INDEPENDENT INVESTMENT
SERVICES PROVIDER; THE TERMS AND CONDITIONS OF WHICH
AGREEMENTS SHALL COMPLY WITH A CODE OF GOOD CONDUCT
RECOGNIZED BY THE AUTORIT DES MARCH'S FINANCIERS; -
TRANSFER OR EXCHANGE OF SHARES IN RESPONSE TO THE
EXERCISE OF THE RIGHTS ATTACHING TO SECURITIES
GRANTING, IN ANY MANNER WHATSOEVER, A RIGHT TO THE
ALLOCATION OF SHARES IN THE COMPANY; - AND, MORE
GENERALLY, THE EFFECTING OF TRANSACTIONS IN ACCORDANCE
WITH CURRENT REGULATIONS AND IN PARTICULAR WITH THE
MARKET PRACTICES ACCEPTED BY THE AUTORIT DES MARCH'S
FINANCIERS.
PROPOSAL #O.6: THE ORDINARY GENERAL MEETING, ON THE ISSUER YES AGAINST AGAINST
RECOMMENDATION OF THE SUPERVISORY BOARD,HEREBY
REAPPOINTS MR PIERRE LESCURE TO THE BOARD FOR SIX
YEARS.
PROPOSAL #O.7: THE ORDINARY GENERAL MEETING, ON THE ISSUER YES AGAINST AGAINST
RECOMMENDATION OF THE SUPERVISORY BOARD,HEREBY
REAPPOINTS MR DIDIER PINEAU-VALENCIENNE TO THE BOARD
FOR SIX YEARS.
PROPOSAL #O.8: THE ORDINARY GENERAL MEETING, ON THE ISSUER YES AGAINST AGAINST
RECOMMENDATION OF THE SUPERVISORY BOARD,HEREBY
REAPPOINTS GROUPAMA TO THE BOARD FOR SIX YEARS.
PROPOSAL #O.9: THE ORDINARY GENERAL MEETING, HAVING ISSUER YES AGAINST AGAINST
READ THE RETIREMENT FROM THE SUPERVISORYBOARD OF MR F
LIX G. ROHATYN AND HIS REQUEST NOT TO BE REAPPOINTED,
ON THE RECOMMENDATION OF THE SUPERVISORY BOARD
APPOINTS MR JAVIER MONZ N TO REPLACE HIM FOR SIX YEARS.
PROPOSAL #O.10: THE ORDINARY GENERAL MEETING, ON THE ISSUER YES AGAINST AGAINST
RECOMMENDATION OF THE SUPERVISORY BOARD,HEREBY
APPOINTS MR FRAN OIS DAVID TO THE SUPERVISORY BOARD
FOR SIX YEARS.
PROPOSAL #O.11: THE ORDINARY GENERAL MEETING, ON THE ISSUER YES AGAINST AGAINST
RECOMMENDATION OF THE SUPERVISORY BOARD,HEREBY
APPOINTS MRS MARTINE CH NE TO THE SUPERVISORY BOARD
FOR SIX YEARS.
PROPOSAL #O.12: THE ORDINARY GENERAL MEETING, HAVING ISSUER YES FOR FOR
READ THE EXPIRY OF THE APPOINTMENTS OF MAZ ARS & GU R
ARD AS STANDING STATUTORY AUDITOR AND OF MR MICHEL
ROSSE AS ALTERNATE STATUTORY AUDITOR AT THE END OF
THIS MEETING, RESOLVES TO REAPPOINT MAZ ARS & GU R ARD
AS STANDING STATUTORY AUDITOR FOR SIX FINANCIAL YEARS
AND FOR THE SAME TERM TO APPOINT AS ALTERNATE
STATUTORY AUDITOR MR PATRICK DE CAMBOURG OF 51 RUE
HENRI REGNAULT EXALTIS- 92075 LA D FENSE CEDEX.
PROPOSAL #E.13: THE EXTRAORDINARY GENERAL MEETING, ISSUER YES FOR FOR
HAVING READ THE SPECIAL REPORT OF THE MANAGEMENT
PARTNERS ON THE ALLOCATION OF FREE SHARES, TO THE
REPORT OF THE SUPERVISORY BOARD AND TO THE SPECIAL
REPORT OF THE STATUTORY AUDITORS, HEREBY RESOLVES: -
THAT THE MANAGING PARTNERS MAY AMEND THE TERMS AND
CONDITIONS OF ALLOCATION DECIDED BY THEM ON 28
DECEMBER 2007 IN COMPLIANCE WITH THE POWERS VOTED BY
THE GENERAL MEETING OF SHAREHOLDERS ON 27 APRIL 2007
IN ITS FOURTEENTH RESOLUTION, WHICH AMENDMENT SHALL
APPLY ONLY TO BENEFICIARIES WHO ARE NOT RESIDENT IN
FRANCE FOR TAX PURPOSES AT THE ALLOCATION DATE, BY
ABOLISHING THE TWO-YEAR RETENTION REQUIREMENT AND
EXTENDING THE ACQUISITION PERIOD BY TWO ADDITIONAL
YEARS TO A TOTAL OF FOUR YEARS; -THAT WITH RESPECT
TO ANY NEW ALLOCATIONS DECIDED BY THE MANAGING
PARTNERS UNDER THE POWERS VOTED TO THEM AT THE 27
APRIL 2007 MEETING OF SHAREHOLDERS AND
NOTWITHSTANDING THE TERMS AND CONDITIONS IMPOSED AT
THAT MEETING: - SHARE ALLOCATIONS TO BENEFICIARIES
WHO ARE NOT RESIDENT IN FRANCE FOR TAX PURPOSES SHALL
NOT BE FINAL UNTIL THE END OF AN ACQUISITION PERIOD OF
NO LESS THAN FOUR YEARS; - SUCH BENEFICIARIES SHALL
NOT BE REQUIRED TO RETAIN ANY FREE SHARES ALLOCATED TO
THEM AND MAY DISPOSE OF THEM FREELY ONCE ALLOCATION
IS FINAL.
PROPOSAL #E.14: THE EXTRAORDINARY GENERAL MEETING, ISSUER YES FOR FOR
HAVING: - READ THE REPORT OF THE MANAGINGPARTNERS, -
AND THE REPORT OF THE INDEPENDENT APPRAISERS ON THE
VALUE OF THE ASSETS TO BE CONTRIBUTED BY MP 55, -AND
BECOME ACQUAINTED WITH THE TERMS OF THE UNRECORDED
MERGER AGREEMENT DRAWN UP IN PARIS ON 18 MARCH 2007,
BY WHICH MP 55, A SOCI T PAR ACTIONS SIMPLIFI E, WITH
EQUITY OF EUR45,864,375, AND ITS REGISTERED OFFICE AT
121 AVENUE DE MALAKOFF, PARIS 16TH (75), NUMBER 344
646 021 IN THE PARIS COMMERCIAL AND COMPANIES
REGISTER, IS TO CONTRIBUTE TO ITS PARENT COMPANY,
LAGARD RE SCA, UPON MERGER ALL ITS ASSETS, VALUED AT
EUR80,817,057.96 AT 31 DECEMBER 2007, PLUS ALL ITS
LIABILITIES OF EUR33,065,282.18 AT THE SAME DATE,
GIVING A NET BOOK VALUE OF EUR47,751,775.78, WHEREBY:
- SINCE LAGARD RE SC A WHOLLY OWNS MP 55 AND HAS
UNDERTAKEN TO RETAIN ITS SHAREHOLDING UNTIL FINAL
COMPLETION OF THE MERGER, PURSUANT TO ARTICLE L.236-3
OF THE FRENCH COMMERCIAL CODE, THERE WILL BE NO
EXCHANGE OF SAID SHARES FOR NEW SHARES IN LAGARD RE
SCA , WHICH WILL THEREFORE NOT INCREASE ITS CAPITAL
AND WILL SIMPLY CANCEL THE SHARES IN MP 55; - THE
DIFFERENCE BETWEEN THE COST TO LAGARD RE SCA OF THE
SHARES IN MP 55 AND THE NET ASSETS CONTRIBUTED BY THE
LATTER (EUR13,708,427.22) SHALL CONSTITUTE A MERGER
BOOK LOSS THAT IN ACCORDANCE WITH ACCOUNTING
REGULATIONS SHALL BE CARRIED TO BALANCE SHEET ASSETS
UNDER INTANGIBLE FIXED ASSETS; - THE MERGER SHALL
HAVE RETROSPECTIVE ACCOUNTING AND FISCAL EFFECT FROM 1
JANUARY 2008, THE DATE AT WHICH THE PARTIES CLOSED
THE ACCOUNTS TO ESTABLISH THE BASES AND TERMS OF THE
MERGER AND ITS EFFECTIVE DATE; - THE FINAL COMPLETION
OF THE MERGER IS SUBJECT TO UNANIMOUS APPROVAL BY THE
GENERAL MEETING OF SHAREHOLDERS OF LAGARD RE SCA AND
ITS LIMITED PARTNERS BY 31 DECEMBER 2008; -HAVING
READ THE APPROVAL OF THE ABOVE MERGER AGREEMENT BY THE
LIMITED PARTNERS, HEREBY SIMPLY APPROVES THE
AGREEMENT TO MERGE MP 55 WITH LAGARD RE SCA UNDER THE
TERMS AND CONDITIONS AND METHODS AGREED. THE MEETING
MORE SPECIFICALLY APPROVES THE VALUATION GIVEN TO THE
ASSETS AND LIABILITIES CONTRIBUTED. IT CONSEQUENTLY
NOTES THAT THE MERGER AGREEMENT WILL COME INTO
PERMANENT EFFECT AS OF THIS DAY. IT HEREBY RESOLVES
AS A RESULT OF THE COMPLETION OF THE ABOVE MERGER TO
SUPPLEMENT THE ARTICLES OF ASSOCIATION TO TAKE ACCOUNT
OF THE CONTRIBUTIONS MADE TO THE COMPANY AND THE
SUBSEQUENT CHANGES TO ITS EQUITY, BY ADDING A
PARAGRAPH 44 READING AS FOLLOWS: 44) BY MEANS OF THE
AN UNRECORDED DEED APPROVED ON 29 APRIL 2008 BY THE
COMBINED GENERAL MEETING OF SHAREHOLDERS, MP 55,
REGISTERED OFFICE 121 AVENUE DE MALAKOFF, PARIS 16E
(75), A WHOLLY-OWNED SUBSIDIARY OF LAGARD RE SCA ,
CONTRIBUTED TO THE LATTER UNDER THE SIMPLIFIED MERGER
REGIME ALL ITS ASSETS AND LIABILITIES IN THE NET
AMOUNT OF EUR47,751,775.78.
PROPOSAL #E.15: THE EXTRAORDINARY GENERAL MEETING, ISSUER YES FOR FOR
HAVING READ THE REPORTS OF THE MANAGING PARTNERS, THE
SUPERVISORY BOARD AND THE STATUTORY AUDITORS, HEREBY
AUTHORIZES THE MANAGING PARTNERS, PURSUANT TO ARTICLE
L.225-204 OF THE FRENCH COMMERCIAL CODE TO PROCEED
WITH THE REDUCTION OF THE COMPANY'S EQUITY BY
CANCELLING ALL OR PART OF THE 707,627 SHARES IN LAGARD
RE SCA THAT MP 55 WILL CONTRIBUTE AS PART OF ITS
SIMPLIFIED MERGER WITH LAGARD RE SCA . THE MANAGING
PARTNERS SHALL WRITE OFF THE DIFFERENCE BETWEEN THE
BOOK VALUE OF THE CANCELLED SHARES AND THE NOMINAL
VALUE OF THE CAPITAL REDUCTION THUS EFFECTED AGAINST
PREMIUMS, RESERVES OR AVAILABLE PROFIT, AS THEY SEE
FIT. THE SAME SHALL APPLY TO THE MERGER BOOK LOSS
RESULTING FROM THE MERGER WITH MP 55, WHICH SHALL BE
WRITTEN OFF AGAINST THE BALANCE SHEET ASSETS
CONSTITUTED BY THE SHARES IN LAGARD RE SCA CONTRIBUTED
BY MP 55. THE MEETING OF SHAREHOLDERS THEREFORE
VOTES FULL POWERS TO THE MANAGING PARTNERS TO PROCEED
WITH THE CAPITAL REDUCTION AND AS NECESSARY TO SETTLE
ALL OBJECTIONS, MAKE APPROPRIATE AMENDMENTS TO THE
COMPANY'S ARTICLES OF ASSOCIATION AND GENERALLY TO DO
EVERYTHING USEFUL OR NECESSARY TO ENSURE THE SUCCESS
OF THE CAPITAL REDUCTION. THE PRESENT POWERS ARE
VOTED FOR A PERIOD OF THIRTY-SIX MONTHS AS OF THIS
MEETING.
PROPOSAL #O.16: THE GENERAL MEETING, UNDER THE ISSUER YES FOR FOR
CONDITIONS REQUIRED FOR ORDINARY MEETINGS, GRANTS ALL
POWERS TO THE BEARER OF AN ORIGINAL, A CERTIFIED COPY
OR A CERTIFIED EXTRACT OF THE MINUTES OF THIS MEETING
TO CARRY OUT ALL FORMALITIES THAT MAY BE REQUIRED BY
THE RELEVANT LAW OR REGULATIONS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LEOPALACE21 CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #5.: APPROVE PROVISION OF RETIREMENT ISSUER YES AGAINST AGAINST
ALLOWANCE FOR RETIRING CORPORATE OFFICERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LLOYDS TSB GROUP PLC, EDINBURGH
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORTS AND ACCOUNTS ISSUER YES FOR FOR
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #3.A.1: APPROVE THE ELECTION OR RE-ELECTION ISSUER YES FOR FOR
OF MR. P.N GREEN AS A DIRECTOR
PROPOSAL #3.A.2: APPROVE THE ELECTION OR RE-ELECTION ISSUER YES FOR FOR
OF MR. SIR DAVID MANNING AS A DIRECTOR
PROPOSAL #3.B.1: APPROVE THE ELECTION OR RE-ELECTION ISSUER YES FOR FOR
OF MR. EWAN BROWN AS A DIRECTOR
PROPOSAL #3.B.2: APPROVE THE ELECTION OR RE-ELECTION ISSUER YES FOR FOR
OF MR. M. E. FAIREY AS A DIRECTOR
PROPOSAL #3.B.3: APPROVE THE ELECTION OR RE-ELECTION ISSUER YES FOR FOR
OF SIR JULIAN HORN-SMITH AS A DIRECTOR
PROPOSAL #3.B.4: APPROVE THE ELECTION OR RE-ELECTION ISSUER YES FOR FOR
OF MR. G. T. TATE AS A DIRECTOR
PROPOSAL #4.: RE-APPOINT THE AUDITORS ISSUER YES FOR FOR
PROPOSAL #5.: GRANT AUTHORITY TO SET THE REMUNERATION ISSUER YES FOR FOR
OF THE AUDITORS
PROPOSAL #6.: AUTHORIZE THE DIRECTORS TO ALLOT SHARES ISSUER YES FOR FOR
PROPOSAL #S.7: AUTHORIZE THE DIRECTORS POWER TO ISSUE ISSUER YES FOR FOR
SHARES FOR CASH
PROPOSAL #S.8: AUTHORIZE THE COMPANY TO PURCHASE ITS ISSUER YES FOR FOR
SHARES
PROPOSAL #S.9: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LONZA GROUP AG, BASEL
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO VOTE IN THE UPCOMING MEETING, YOUR ISSUER YES FOR AGAINST
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: LONZA GROUP AG, BASEL
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE CONSOLIDATED FINANCIAL ISSUER YES FOR FOR
STATEMENTS OF LONZA GROUP LTD FOR 2007, AND THE REPORT
OF THE GROUP AUDITORS
PROPOSAL #2.: RECEIVE THE ANNUAL ACTIVITY REPORT AND ISSUER YES FOR FOR
FINANCIAL STATEMENTS OF LONZA GROUP LTD FOR 2007, AND
THE REPORT OF THE STATUTORY AUDITORS
PROPOSAL #3.: APPROVE THE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF CHF 1.75 PER SHARE
PROPOSAL #4.: GRANT DISCHARGE TO THE BOARD AND THE ISSUER YES FOR FOR
SENIOR MANAGEMENT
PROPOSAL #5.1: RE-ELECT MS. JULIA HIGGINS TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS
PROPOSAL #5.2: RE-ELECT MR. PETER KALANTZIS TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS
PROPOSAL #5.3: RE-ELECT MR. GERHARD MAYR TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS
PROPOSAL #5.4: RE-ELECT MR. ROLF SOIRON TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS
PROPOSAL #5.5: RE-ELECT SIR RICHARD SYKES TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS
PROPOSAL #5.6: RE-ELECT MR. PETER WILDEN TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS
PROPOSAL #5.7: ELECT MR. PATRICK AEBISCHER TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS
PROPOSAL #6.: ELECT KPMG AS THE STATUTORY AUDITORS ISSUER YES FOR FOR
?ALSO TO ACT AS THE GROUP AUDITORS?
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MACQUARIE AIRPORTS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, FOR ALL PURPOSES INCLUDING FOR ISSUER YES FOR FOR
THE PURPOSES OF LISTING RULES 7.1 AND10.11 TO ISSUE
THE UNITS IN MAT1 THAT OCCUR DURING THE 3 YEAR PERIOD
FROM 30 MAR 2008 IN SATISFACTION OF PERFORMANCE FEES
PAYABLE UNDER THE CONSTITUTION OF MAT1 TO THE
RESPONSIBLE ENTITY ?OR ITS RELATED BODY CORPORATE
NOMINEE?
PROPOSAL #S.2: AMEND BY INSERTING THE FOLLOWING ISSUER YES FOR FOR
ADDITIONAL CLAUSE 27C AS SPECIFIED
PROPOSAL #1.: APPROVE, FOR ALL PURPOSES INCLUDING FOR ISSUER YES FOR FOR
THE PURPOSES OF LISTING RULES 7.1 AND10.11 TO ISSUE
THE UNITS IN MAT2 THAT OCCUR DURING THE 3 YEAR PERIOD
FROM 30 MAR 2008 IN SATISFACTION OF PERFORMANCE FEES
PAYABLE UNDER THE CONSTITUTION OF MAT2 TO THE
RESPONSIBLE ENTITY ?OR ITS RELATED BODY CORPORATE
NOMINEE?
PROPOSAL #S.2: AMEND BY INSERTING THE FOLLOWING ISSUER YES FOR FOR
ADDITIONAL CLAUSE 27C AS SPECIFIED
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND REPORTS OF THE ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS OF THE COMPANY FOR THE YE
31 DEC 2007
PROPOSAL #2.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS
TO DETERMINE THEIR REMUNERATION
PROPOSAL #3.: ELECT MR. STEPHEN WARD AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY
PROPOSAL #4.: APPROVE, FOR ALL PURPOSES INCLUDING FOR ISSUER YES FOR FOR
THE PURPOSES OF LISTING RULES 7.1 AND10.11, ISSUES OF
SHARES IN THE COMPANY THAT OCCUE DURING THE 3 YEAR
PERIOD FROM 30 MAR 2008 IN SATISFACTION OF PERFORMACE
FEES PAYABLE UNDER THE ADVISORY AGREEMENT TO MACQUARIE
CAPITAL FUNDS ?EUROPE? LIMITED ?OR ITS RELATED BODY
CORPORATE NOMINEE? AS ADVISER TO THE COMPANY
PROPOSAL #5.: ADOPT THE NEW BYE-LAWS OF THE COMPANY IN ISSUER YES FOR FOR
SUBSTITUTION FOR THE EXISTING BYE-LAWS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MAN GROUP PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/9/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, UPON THE RECOMMENDATION OF THE ISSUER YES FOR N/A
DIRECTORS ?OR ANY OF THEM, OTHER THANMESSRS. ALISON
CARNWATH OR KEVIN DAVIS? OF MAN GROUP PLC ?THE
COMPANY? AND SUBJECT TO THE CONDITIONS ?OTHER THAN THE
PASSING OF THIS RESOLUTION? AS SPECIFIED BEING
SATISFIED OR WAIVED, THE DISPOSAL AND FOR THE PURPOSE
OF EFFECTING AND IMPLEMENTING THE DISPOSAL, AUTHORIZE
THE DIRECTORS ?OR ANY OF THEM, OTHER THAN MESSRS.
ALISON CARNWATH OR KEVIN DAVIS? TO I) APPROVE AN OFFER
PRICE PER MF GLOBAL SHARE ?AS SPECIFIED? FOR THE
INITIAL PUBLIC OFFERING OF MF GLOBAL LTD., AND ITS
LISTING ON THE NEW YORK STOCK EXCHANGE WHICH IS
WITHIN, ABOVE OR BELOW THE PRICE RANGE ?AS SPECIFIED?
AS LONG AS, IF ABOVE OR BELOW THE PRICE RANGE, THE
BOARD CONSIDERS IT REASONABLE AND IN THE BEST
INTERESTS OF SHAREHOLDERS OF THE COMPANY AS A WHOLE TO
SO PRICE; II) APPROVE THE NUMBER OF MF GLOBAL SHARES
TO BE SOLD BY THE COMPANY AND ANY OF ITS SUBSIDIARIES
AS PART OF THE DISPOSAL BEING AT LEAST A MAJORITY OF
THE MF GLOBAL SHARES; AND III) DO OR PROCURE TO BE
DONE ALL SUCH ACTS AND THINGS AND EXECUTE SUCH
DOCUMENTS ON BEHALF OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES AS THEY CONSIDER NECESSARY OR EXPEDIENT
FOR THE PURPOSE OF COMPLETING AND GIVING EFFECT TO THE
DISPOSAL OR THE IPO WITH SUCH AMENDMENTS,
MODIFICATIONS, VARIATIONS OR REVISIONS THERETO AS ARE
NOT, IN THE OPINION OF THE DIRECTORS ?OR ANY OF THEM,
OTHER THAN MESSRS. ALISON CARNWATH OR KEVIN DAVIS? OF
THE COMPANY, OF A MATERIAL NATURE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MAN GROUP PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/12/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENTS AND ISSUER YES FOR N/A
STATUTORY REPORTS
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE A FINAL DIVIDEND OF 12.7 CENTS ISSUER YES FOR N/A
PER ORDINARY SHARE
PROPOSAL #4.: ELECT MR. KEVIN J.P. HAYES AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. ALISON J. CARNWATH AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.: RE-ELECT MR. HARVEY A. MCGRATH AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #7.: RE-ELECT MR. GLEN R. MORENO AS A DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #8.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY
PROPOSAL #9.: AUTHORIZE THE BOARD TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO ISSUE EQUITY ISSUER YES FOR N/A
OR EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS
UP TO AGGREGATE NOMINAL AMOUNT OF USD 18,797,996
PROPOSAL #s.11: AUTHORIZE THE DIRECTORS, SUBJECT TO ISSUER YES FOR N/A
THE PASSING OF RESOLUTION 10, TO ISSUE EQUITY OR
EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP
TO AGGREGATE NOMINAL AMOUNT OF USD 2,819,699.44
PROPOSAL #s.12: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASE OF 187,979,963 ORDINARY SHARES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MAN GROUP PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/23/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE, CONDITIONAL ON ADMISSION OF ISSUER YES FOR FOR
THE NEW ORDINARY SHARES BECOMING EFFECTIVE: A? TO
INCREASE THE AUTHORIZED SHARE CAPITAL OF THE COMPANY
FROM USD 81,000,000 AND GBP 50,000 TO USD
2,202,554,497 AND GBP 50,000 BY THE CREATION OF
1,515,382,062 REDEEMABLE PREFERENCE SHARES OF USD 1.40
EACH IN THE CAPITAL OF THE COMPANY ?THE B SHARES ?
AND 1,961,000,000 NON-CUMULATIVE IRREDEEMABLE
PREFERENCE SHARES OF 0.001 US CENT EACH IN THE CAPITAL
OF THE COMPANY ?THE C SHARES ? EACH HAVING THE
RIGHTS AND SUBJECT TO THE RESTRICTIONS AS SPECIFIED
PURSUANT TO PARAGRAPH ?C?; B) TO CONSOLIDATE THE
ISSUED ORDINARY SHARES OF 3 US CENTS IN THE CAPITAL OF
THE COMPANY ?EACH AN EXISTING ORDINARY SHARE ? HELD
BY EACH HOLDER OR JOINT HOLDERS AT 6 P.M. ON 23 NOV
2007 ?OR SUCH OTHER TIME AND/OR DATE AS THE DIRECTORS
MAY IN THEIR ABSOLUTE DISCRETION DETERMINE? ?THE
RECORD TIME ? INTO ONE UNCLASSIFIED SHARE AND DIVIDE,
FORTHWITH UPON SUCH CONSOLIDATION EACH SUCH
UNCLASSIFIED SHARE, INTO ONE NEW ORDINARY SHARE FOR
EACH 3 3/7 US CENTS OF NOMINAL VALUE OF SUCH
UNCLASSIFIED SHARE PROVIDED THAT FRACTIONS OF NEW
ORDINARY SHARES WILL NOT BE ISSUED AND FRACTIONS OF
NEW ORDINARY SHARES ?TREATING SHARES HELD IN
CERTIFICATED FORM AND SHARES REGISTERED IN CREST AS IF
THEY WERE SEPARATE HOLDINGS? WILL BE AGGREGATED
IMMEDIATELY PRIOR TO ADMISSION AND SOLD IN THE MARKET
AND THE NET PROCEEDS OF SALE PAID IN DUE PROPORTION TO
THOSE HOLDERS WHO WOULD OTHERWISE BE ENTITLED TO SUCH
FRACTIONS SAVE THAT INDIVIDUAL ENTITLEMENTS OF GBP 3
OR LESS SHALL BE RETAINED BY THE COMPANY; C) AMEND THE
ARTICLES OF ASSOCIATION OF THE COMPANY IN THE MANNER
AS SPECIFIED; D) AUTHORIZE THE DIRECTORS OF THE
COMPANY TO: I? CAPITALISE A SUM NOT EXCEEDING USD
2,121,534,887 STANDING TO THE CREDIT OF THE SHARE
PREMIUM ACCOUNT AND MERGER RESERVE OF THE COMPANY AND
TO APPLY SUCH AMOUNT IN PAYING UP IN FULL AT PAR UP TO
A MAXIMUM OF 1,515,382,062 B SHARES; II? CAPITALISE A
SUM NOT EXCEEDING USD 19,610 STANDING TO THE CREDIT
OF THE SHARE PREMIUM ACCOUNT AND MERGER RESERVE OF THE
COMPANY AND TO APPLY SUCH AMOUNT IN PAYING UP IN FULL
AT PAR UP TO A MAXIMUM OF 1,961,000,000 C SHARES; AND
III? PURSUANT TO SECTION 80 OF THE COMPANIES ACT 1985
?AS AMENDED? ?THE ACT ?, EXERCISE ALL THE POWERS OF
THE COMPANY TO ALLOT AND ISSUE UP TO 1,515,382,062 B
SHARES AND 1,961,000,000 C SHARES EACH CREDITED AS
FULLY PAID UP TO THE HOLDERS OF THE EXISTING ORDINARY
SHARES; ?AUTHORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR WITHIN 15 MONTHS, WHICHEVER
IS EARLIER?; E) APPROVE TO CONSOLIDATE ALL AUTHORIZED
BUT UNISSUED EXISTING ORDINARY SHARES WHICH ARE
UNISSUED AT THE RECORD TIME INTO ONE UNCLASSIFIED
SHARE AND DIVIDE, FORTHWITH ON SUCH CONSOLIDATION SUCH
UNCLASSIFIED SHARE, INTO ONE NEW ORDINARY SHARE FOR
EVERY 3 3/7 US CENTS OF NOMINAL VALUE OF SUCH
UNCLASSIFIED SHARE PROVIDED THAT ANY FRACTION OF A NEW
ORDINARY SHARE ARISING FROM SUCH DIVISION WILL BE AND
IS THEREUPON CANCELLED PURSUANT TO SECTION 121?2??E?
OF THE ACT AND THE AMOUNT OF THE COMPANY'S AUTHORIZED
BUT UNISSUED SHARE CA
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MARSTON'S PLC, WOLVERHAMPTON
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE COMPANY'S ACCOUNTS ISSUER YES FOR FOR
AND THE REPORTS OF THE DIRECTORS ANDTHE INDEPENDENT
AUDITORS FOR THE 52 WEEKS ENDED 29 SEP 2007
PROPOSAL #2.: DECLARE AND CONFIRM THE DIVIDENDS ISSUER YES FOR FOR
PROPOSAL #3.: RE-ELECT MR. MILES EMLEY ISSUER YES FOR FOR
PROPOSAL #4.: RE-ELECT MR. STEPHEN OLIVER ISSUER YES FOR FOR
PROPOSAL #5.: RE-ELECT MR. PAUL INGLETT ISSUER YES FOR FOR
PROPOSAL #6.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
THE INDEPENDENT AUDITORS OF THE COMPANY AND AUTHORIZE
THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #7.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE YE 29 SEP 2007, AS SPECIFIED
PROPOSAL #8.: AUTHORIZE THE BOARD, PURSUANT TO SECTION ISSUER YES FOR FOR
80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES ?SECTION 80 OF THE COMPANIES ACT 1985? UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 6,886,573;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR 25 APR 2009?; AND THE
BOARD MAY ALLOT RELEVANT SECURITIES IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT AS IF THE AUTHORITY
CONFERRED HEREBY HAD NOT EXPIRED
PROPOSAL #S.9: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR FOR
PASSING OF THE PREVIOUS RESOLUTION AND PURSUANT TO
SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES ?SECTION 94(2) AND SECTION 94(3A) OF THE
SAID ACT? FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY THE PREVIOUS RESOLUTION, 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 ISSUE IN FAVOR OF
ORDINARY SHAREHOLDERS; AND B) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 1,032,986; ?AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR 25 APR 2009?; AND THE BOARD MAY ALLOT
EQUITY SECURITIES IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT AS IF THE POWER CONFERRED HEREBY HAD NOT
EXPIRED
PROPOSAL #S.10: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR FOR
PURCHASES ?SECTION 163(3) OF THE COMPANIES ACT? OF UP
TO 41,991,752 ORDINARY SHARES OF 7.375P EACH AT A
MINIMUM PRICE WHICH MAY BE PAID FOR SUCH SHARES IS
7.375P PER SHARE; THE MAXIMUM PRICE WHICH MAY BE PAID
FOR A SHARE IS HIGHER OF: UP TO 105% OF THE AVERAGE OF
THE MIDDLE MARKET QUOTATIONS OF THE ORDINARY SHARES
OF THE COMPANY IN THE DAILY OFFICIAL LIST OF THE
LONDON STOCK EXCHANGE, OVER THE PREVIOUS 5 BUSINESS
DAYS AND AN AMOUNT EQUAL TO THE HIGHER OF THE PRICE OF
THE LAST INDEPENDENT TRADE OF AN ORDINARY SHARE AS
DERIVED FROM THE LONDON STOCK EXCHANGE TRADING SYSTEM;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR ON 25 APR 2009 ?EXCEPT
IN RELATION TO THE PURCHASE OF SHARES THE CONTRACT FOR
WHICH WAS MADE BEFORE THE EXPIRY OF SUCH AUTHORITY
AND WHICH MIGHT BE CONCLUDED WHOLLY OR PARTLY AFTER
PROPOSAL #S.11: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR FOR
THE COMPANY AS SPECIFIED
PROPOSAL #S.12: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR FOR
THE COMPANY WITH EFFECT FROM THE DATE ONWHICH SECTION
175 OF THE COMPANIES ACT 2006 IS BROUGHT INTO FORCE BY
MAKING THE ALTERATIONS MARKED ON THE PRINT OF THE
ARTICLES OF ASSOCIATION PRODUCED TO THE MEETING MARKED
B AND INITIALLED BY THE CHAIRMAN FOR THE PURPOSES
OF IDENTIFICATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MERCK KGAA, DARMSTADT
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE FY 2007 WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVAL OF THE FINANCIAL STATEMENTS AS ISSUER NO N/A N/A
PER 31 DEC 2007
PROPOSAL #3.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 210,342,375.63 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1.20 PLUS A BONUS OF EUR
2 PER NO-PAR SHARE EUR 3,580,372.43 SHALL BE CARRIED
FORWARD EX-DIVIDEND AND PAYABLE DATE: 31 MAR 2008
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE PERSONAL ISSUER NO N/A N/A
PARTNERS
PROPOSAL #5.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #6.: APPOINTMENT OF AUDITORS FOR THE 2008 FY: ISSUER NO N/A N/A
KPMG DEUTSCHE TREUHANDGESELLSCHAFT AG, MANNHEIM
PROPOSAL #7.: APPROVAL OF THE CONTROL AND PROFIT ISSUER NO N/A N/A
TRANSFER AGREEMENTS WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARIES MERCK 9, ALLGEMEINE BETEILIGUNGS GMBH,
MERCK 10, ALLGEMEINE BETEILIGUNGS GMBH, MERCK 11,
ALLGEMEINE BETEILIGUNGS GMBH, SERONO GMBH, AND SOLVENT
INNOVATION GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN
2008 FOR A PERIOD OF AT LEAST 5 YEAR
PROPOSAL #8.1: ELECT MR. JOHANNES BAILLOU AS A ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #8.2: ELECT MR. FRANK BINDER AS A SUPERVISORY ISSUER NO N/A N/A
BOARD
PROPOSAL #8.3: ELECT PROF. DR. ROLF KREBS AS A ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #8.4: ELECT DR. AREND OETKER AS A SUPERVISORY ISSUER NO N/A N/A
BOARD
PROPOSAL #8.5: ELECT PROF. DR. THEO SIEGERT AS A ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #8.6: ELECT PROF. DR. WILHELM SIMSON AS A ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #9.: AMENDMENT TO THE ARTICLE OF ASSOCIATION ISSUER NO N/A N/A
IN RESPECT OF THE SUPERVISORY BOARD COMPRISING 16
MEMBERS OF WHICH 8 ARE ELECTED BY THE COMPANY'S
EMPLOYEES PURSUANT TO THE PARTICIPATION ACT, 6 MEMBERS
ARE ELECTED BY THE SHAREHOLDERS MEETING, AND 2
MEMBERS ARE DETERMINED BY THE HOLDERS OF REGISTERED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: METCASH LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/30/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND CONSIDER THE FINANCIAL ISSUER NO N/A N/A
REPORT OF THE COMPANY AND THE REPORTS OF THE DIRECTORS
AND THE AUDITORS FOR THE YE 30 APR 2007
PROPOSAL #2.A: RE-ELECT MR. CARLOS'S DOS SANTOS AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY WHO RETIRES BY ROTATION UNDER
RULE 8.1(D) OF THE COMPANY'S CONSTITUTION
PROPOSAL #2.B: RE-ELECT MR. ANDREW REITZER AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY WHO RETIRES BY ROTATION UNDER
RULE 8.1(D) OF THE COMPANY'S CONSTITUTION
PROPOSAL #2.C: RE-ELECT MR. EDWIN JANKELOWITZ AS A ISSUER YES AGAINST N/A
DIRECTOR OF THE COMPANY WHO RETIRES BY ROTATION UNDER
RULE 8.1(D) OF THE COMPANY'S CONSTITUTION
PROPOSAL #2.D: RE-ELECT MR. MICHAEL BUTLER AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY WHO WAS APPOINTED BYTHE
DIRECTORS ON 08 FEB 2007 AND WHO RETIRES UNDER RULE
8.1(D) OF THE COMPANY'S CONSTITUTION
PROPOSAL #3.: ADOPT THE REMUNERATION REPORT THAT FORMS ISSUER YES FOR N/A
PART OF THE DIRECTORS REPORT OF THE COMPANY FOR THE
FYE 30 APR 2007
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: METHANEX CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/6/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. BRUCE AITKEN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT MR. HOWARD BALLOCH AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT MR. PIERRE CHOQUETTE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT MR. PHILLIP COOK AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT MR. THOMAS HAMILTON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT MR. DOUGLAS MAHAFFY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT MR. A. TERENCE POOLE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT MR. JOHN REID AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT MR. JANICE RENNIE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT MR. MONICA SLOAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT MR. GRAHAM SWEENEY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.: RE-APPOINT KPMG LLP, CHARTERED ISSUER YES FOR FOR
ACCOUNTANTS, AS AUDITORS OF THE COMPANY FOR THE
ENSURING YEAR
PROPOSAL #3.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MITSUBISHI CHEMICAL HOLDINGS CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MITSUBISHI UFJ FINANCIAL GROUP,INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.13: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.14: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.15: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.16: APPOINT A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #2.17: APPOINT A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #3.: ESTABLISHMENT OF THE AMOUNT OF ISSUER YES FOR FOR
REMUNERATION, ETC. TO BE PAID AS BONUS TO DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MITSUI & CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.13: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MITSUI CHEMICALS,INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF RETAINED EARNINGS ISSUER YES FOR FOR
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.13: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MITSUI O.S.K.LINES,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: APPOINT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #5.: ISSUE OF STOCK ACQUISITION RIGHTS FOR ISSUER YES FOR FOR
THE PURPOSE OF EXECUTING A STOCK OPTIONSYSTEM TO
EXECUTIVE OFFICERS, GENERAL MANAGERS, AND PRESIDENTS
OF THE COMPANY'S CONSOLIDATED SUBSIDIARIES IN JAPAN
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT IN MUENCHEN,
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.A: SUBMISSION OF THE REPORT OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD AND THE CORPORATE GOVERNANCE REPORT
INCLUDING THE REMUNERATION REPORT FOR THE FINANCIAL
YEAR 2007
PROPOSAL #1.B: SUBMISSION OF THE ADOPTED COMPANY ISSUER NO N/A N/A
FINANCIAL STATEMENTS AND MANAGEMENT REPORT FOR THE
FINANCIAL YEAR 2007, THE APPROVED CONSOLIDATED
FINANCIAL STATEMENTS AND MANAGEMENT REPORT FOR THE
GROUP FOR THE FINANCIAL YEAR 2007, AND THE
EXPLANATORY REPORT ON THE INFORMATION IN ACCORDANCE
WITH SECTIONS 289 PARA. 4 AND 315 PARA. 4 OF THE
GERMAN COMMERCIAL CODE
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR FOR
NET RETAINED PROFI TS FROM THE FINANCIAL YEAR 2007
PROPOSAL #3.: RESOLUTION TO APPROVE THE ACTIONS OF THE ISSUER YES FOR FOR
BOARD OF MANAGEMENT
PROPOSAL #4.: RESOLUTION TO APPROVE THE ACTIONS OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #5.: AUTHORISATION TO BUY BACK AND USE OWN ISSUER YES FOR FOR
SHARES
PROPOSAL #6.: AUTHORISATION TO BUY BACK OWN SHARES ISSUER YES FOR FOR
USING DERIVATIVES
PROPOSAL #7.: AMENDMENT TO ARTICLE 15 OF THE ARTICLES ISSUER YES FOR FOR
OF ASSOCIATION (REMUNERATION OF THE SUPERVISORY BOARD)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NATIONAL AUSTRALIA BANK LTD, MELBOURNE VIC
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/7/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE COMPANY'S FINANCIAL ISSUER NO N/A N/A
STATEMENTS AND THE REPORTS FOR THE YE 30 SEP 2007
PROPOSAL #2.1: RE-ELECT MRS. PATRICIA CROSS AS A ISSUER YES FOR FOR
DIRECTOR, IN ACCORDANCE WITH ARTICLE 10.3 OF THE
COMPANY'S CONSTITUTION
PROPOSAL #2.2: RE-ELECT MR. DANIEL GILBERT AS A ISSUER YES FOR FOR
DIRECTOR, IN ACCORDANCE WITH ARTICLE 10.3 OFTHE
COMPANY'S CONSTITUTION
PROPOSAL #2.3: RE-ELECT MS. JILLIAN SEGAL AS A ISSUER YES FOR FOR
DIRECTOR, IN ACCORDANCE WITH ARTICLE 10.3 OF THE
COMPANY'S CONSTITUTION
PROPOSAL #2.4: RE-ELECT SIR MALCOLM WILLIAMSON AS A ISSUER YES FOR FOR
DIRECTOR, IN ACCORDANCE WITH ARTICLE 10.3 OF THE
COMPANY'S CONSTITUTION
PROPOSAL #S.3: APPROVE AND ADOPT THE CONSTITUTION ISSUER YES FOR FOR
TABLED AT THE AGM AS THE CONSTITUTION OF THE COMPANY,
IN PLACE OF THE PRESENT CONSTITUTION, WITH EFFECT FROM
THE CLOSE OF THE MEETING
PROPOSAL #4.: APPROVE THAT THE MAXIMUM AGGREGATE ISSUER YES FOR FOR
AMOUNT OF REMUNERATION THAT MAY BE PROVIDED TO THE
NON-EXECUTIVE DIRECTORS OF THE COMPANY BE INCREASED BY
AUD 1,000,000 PER ANNUM TO A MAXIMUM OF AUD 4,500,000
PER ANNUM
PROPOSAL #5.A: APPROVE TO GRANT SHARES TO THE GROUP ISSUER YES FOR FOR
CHIEF EXECUTIVE, MR. JOHN STEWART, UNDERTHE COMPANY'S
SHORT-TERM INCENTIVE PLAN, AS SPECIFIED
PROPOSAL #5.B: APPROVE TO GRANT PERFORMANCE RIGHTS TO ISSUER YES FOR FOR
THE GROUP CHIEF EXECUTIVE, MR. JOHN STEWART, UNDER THE
COMPANY'S LONG-TERM INCENTIVE PLAN, AS SPECIFIED
PROPOSAL #6.A: APPROVE TO GRANT SHARES, PERFORMANCE ISSUER YES FOR FOR
OPTIONS AND PERFORMANCE SHARES TO MR. AHMED FAHOUR ?AN
EXECUTIVE DIRECTOR?, UNDER THE COMPANY'S SHORT-TERM
INCENTIVE AND LONG-TERM INCENTIVE PLANS, AS SPECIFIED
PROPOSAL #6.B: APPROVE TO GRANT SHARES, PERFORMANCE ISSUER YES FOR FOR
OPTIONS AND PERFORMANCE SHARES TO MR. MICHAEL ULLMER
?AN EXECUTIVE DIRECTOR?, UNDER THE COMPANY'S SHORT-
TERM INCENTIVE AND LONG-TERM INCENTIVES PLANS, AS
SPECIFIED
PROPOSAL #7.: ADOPT THE REMUNERATION REPORT FOR THE YE ISSUER YES FOR FOR
30 SEP 2007
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NESTLE SA, CHAM UND VEVEY
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/10/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO VOTE IN THE UPCOMING MEETING, YOUR ISSUER YES FOR AGAINST
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: NESTLE SA, CHAM UND VEVEY
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/10/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, ANNUAL ISSUER YES FOR FOR
FINANCIAL STATEMENTS OF NESTLE S.A., AND CONSOLIDATED
FINANCIAL STATEMENTS OF NESTLE GROUP 2007, REPORT OF
THE AUDITORS
PROPOSAL #2.: GRANT DISCHARGE TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE MANAGEMENT
PROPOSAL #3.: APPROVE THE APPROPRIATION OF PROFITS ISSUER YES FOR FOR
RESULTING FROM THE BALANCE SHEET OF NESTLE S.A.
PROPOSAL #4.1.1: ELECT MR. ANDREAS KOOPMANN TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS ?FOR A TERM OF 3 YEARS?
PROPOSAL #4.1.2: ELECT MR. ROLF HAENGGI TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS ?FOR A TERM OF 3 YEARS?
PROPOSAL #4.2.1: ELECT MR. PAUL BULCKE TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS ?FOR A TERM OF 3 YEARS?
PROPOSAL #4.2.2: ELECT MR. BEAT W. HESS TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS ?FOR A TERM OF 3 YEARS?
PROPOSAL #4.3: RE-ELECT KPMG SA AS THE AUDITORS ?FOR A ISSUER YES FOR FOR
TERM OF 1 YEAR?
PROPOSAL #5.1: APPROVE CHF 10.1 MILLION REDUCTION IN ISSUER YES FOR FOR
SHARE CAPITAL VIA CANCELLATION OF 10.1 MILLION
PROPOSAL #5.2: APPROVE 1:10 STOCK SPLIT ISSUER YES FOR FOR
PROPOSAL #5.3: AMEND THE ARTICLE 5 AND 5 BIS PARAGRAPH ISSUER YES FOR FOR
1 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #6.: APPROVE THE COMPLETE REVISION OF THE ISSUER YES FOR FOR
ARTICLES OF ASSOCIATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NEXEN INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. C.W. FISCHER AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT MR. D.G. FLANAGAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT MR. D.A. HENTSCHEL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT MR. S.B. JACKSON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT MR. K.J. JENKINS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT MR. A.A. MCLELLAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT MR. E.P. NEWELL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT MR. T.C. O NEILL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT MR. F.M. SAVILLE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT MR. R.M. THOMSON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT MR. J.M. WILLSON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT MR. V.J. ZALESCHUK AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.: APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR 2008
PROPOSAL #3.: APPROVE THE CONTINUATION, AMENDMENT AND ISSUER YES FOR FOR
THE RESTATEMENT OF THE SHAREHOLDER RIGHTS PLAN
PROPOSAL #4.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE ON A MAJORITY VOTEFOR DIRECTOR
ELECTIONS
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ISSUER: NIDEC CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
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ISSUER: NINTENDO CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.13: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
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ISSUER: NIPPON MINING HOLDINGS,INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR FOR
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
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ISSUER: NIPPON STEEL CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.: APPROVE PAYMENT OF BONUSES TO CORPORATE ISSUER YES FOR FOR
OFFICERS
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
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ISSUER: NIPPON TELEGRAPH AND TELEPHONE CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES AGAINST AGAINST
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4.3: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
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ISSUER: NISSAN MOTOR CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.: DELEGATION TO THE BOARD OF DIRECTORS IN ISSUER YES FOR FOR
DECIDING THE TERMS AND CONDITIONS OF THE ISSUANCE OF
SHINKABU-YOYAKUKEN (STOCK ACQUISITION RIGHT) WITHOUT
CONSIDERATION AS STOCK OPTIONS TO EMPLOYEES OF THE
COMPANY AND DIRECTORS AND EMPLOYEES OF ITS AFFILIATES
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR FOR
PROPOSAL #5.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR FOR
DIRECTORS
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ISSUER: NOKIA CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE ANNUAL ACCOUNTS AND ISSUER NO N/A N/A
THE AUDITORS REPORT.
PROPOSAL #2.: APPROVAL OF THE ANNUAL ACCOUNTS. ISSUER YES FOR FOR
PROPOSAL #3.: THE BOARD PROPOSES TO THE ANNUAL GENERAL ISSUER YES FOR FOR
MEETING A DIVIDEND OF EUR 0.53 PER SHARE FOR THE
FISCAL YEAR 2007. THE DIVIDEND WILL BE PAID TO
SHAREHOLDERS REGISTERED IN THE REGISTER OF
SHAREHOLDERS HELD BY FINNISH CENTRAL SECURITIES
DEPOSITORY LTD ON THE RECORD DATE, 13 MAY 2008. THE
BOARD PROPOSES THAT THE DIVIDEND BE PAID ON OR ABOUT
27 MAY 2008.
PROPOSAL #4.: DISCHARGING OF THE CHAIRMAN, THE MEMBERS ISSUER YES FOR FOR
OF THE BOARD OF DIRECTORS, AND THE PRESIDENT, FROM
LIABILITY.
PROPOSAL #5.: THE BOARD'S CORPORATE GOVERNANCE AND ISSUER YES FOR FOR
NOMINATION COMMITTEE PROPOSES TO THE ANNUAL GENERAL
MEETING THAT THE REMUNERATION PAYABLE TO THE MEMBERS
OF THE BOARD OF DIRECTORS TO BE ELECTED AT THE ANNUAL
GENERAL MEETING FOR THE TERM UNTIL THE CLOSE OF THE
ANNUAL GENERAL MEETING IN 2009 BE AS FOLLOWS: EUR
440,000 FOR THE CHAIRMAN, EUR 150,000 FOR THE VICE
CHAIRMAN AND EUR 130,000 FOR EACH MEMBER. IN ADDITION,
THE COMMITTEE PROPOSES THAT THE CHAIRMAN OF THE AUDIT
COMMITTEE AND CHAIRMAN OF THE PERSONNEL COMMITTEE
WILL EACH RECEIVE AN ADDITIONAL ANNUAL FEE OF EUR
25,000, AND OTHER MEMBERS OF !HE AUDIT COMMITTEE AN
ADDITIONAL ANNUAL FEE OF EUR 10,000 EACH. THE
CORPORATE GOVERNANCE AND NOMINATION COMMITTEE PROPOSES
THAT APPROXIMATELY 40% OF THE REMUNERATION BE PAID IN
NOKIA SHARES PURCHASED FROM THE MARKET.
PROPOSAL #6.: THE BOARD'S CORPORATE GOVERNANCE AND ISSUER YES FOR FOR
NOMINATION COMMITTEE PROPOSES TO THE ANNUAL GENERAL
MEETING THAT THE NUMBER OF BOARD MEMBERS BE TEN.
PROPOSAL #7.: THE BOARD'S CORPORATE GOVERNANCE AND ISSUER YES FOR FOR
NOMINATION COMMITTEE PROPOSES TO THE ANNUAL GENERAL
MEETING THAT THE FOLLOWING CURRENT BOARD MEMBERS:
GEORG EHRNROOTH, LALITA D. GUPTE, BENGT HOLMSTROM,
HENNING KAGERMANN, OLLI-PEKKA KALLASVUO, PER KARLSSON,
JORMA OLLILA, MARJORIE SCARDINO AND KEIJO SUILA, BE
RE-ELECTED FOR THE TERM UNTIL THE CLOSE OF THE ANNUAL
GENERAL MEETING IN 2009. THE COMMITTEE ALSO PROPOSES
THAT RISTO SILLASMAA BE ELECTED AS NEW MEMBER OF THE
BOARD FOR THE SAME TERM. MR. SILLASMAA IS A FOUNDER OF
F-SECURE CORPORATION, WHICH PROVIDES SECURITY
SERVICES PROTECTING CONSUMERS AND BUSINESSES AGAIN
COMPUTER VIRUSES AND OTHER THREATS FROM THE INTERNET
AND MOBILE NETWORK. HE WAS THE PRESIDENT AND CEO OF F-
SECURE CORPORATION DURING 1999-2006. CURRENTLY, MR.
SILLASMAA IS THE CHAIRMAN OF THE BOARD OF DIRECTORS OF
F-SECURE CORPORATION, A BOARD MEMBER IN ELISA
CORPORATION, AND A BOARD CHAIR OR BOARD MEMBER IN SOME
PRIVATE COMPANIES. HE IS ALSO VICE CHAIRMAN OF THE
BOARD OF THE FEDERATION OF FINNISH TECHNOLOGY
PROPOSAL #8.: THE BOARD'S AUDIT COMMITTEE PROPOSES TO ISSUER YES FOR FOR
THE ANNUAL GENERAL MEETING THAT THE EXTERNAL AUDITOR
TO BE ELECTED AT THE ANNUAL GENERAL MEETING BE
REIMBURSED ACCORDING TO THE AUDITOR'S INVOICE, AND IN
COMPLIANCE WITH THE PURCHASE POLICY APPROVED BY THE
AUDIT COMMITTEE.
PROPOSAL #9.: THE BOARD'S AUDIT COMMITTEE PROPOSES TO ISSUER YES FOR FOR
THE ANNUAL GENERAL MEETING THAT PRICEWATERHOUSECOOPERS
OY BE RE-ELECTED AS THE COMPANY'S AUDITOR FOR THE
FISCAL YEAR 2008.
PROPOSAL #10.: THE BOARD PROPOSES THAT THE ANNUAL ISSUER YES FOR FOR
GENERAL MEETING AUTHORIZE THE BOARD TO RESOLVE TO
REPURCHASE A MAXIMUM OF 370,000,000 NOKIA SHARES BY
USING FUNDS IN THE UNRESTRICTED SHAREHOLDERS EQUITY.
REPURCHASES WILL REDUCE FUNDS AVAILABLE FOR
DISTRIBUTION OF PROFITS. THE SHARES MAY BE REPURCHASED
IN ORDER TO DEVELOP THE CAPITAL STRUCTURE OF THE
COMPANY, WHICH INCLUDES CARRYING OUT THE ANNOUNCED
STOCK REPURCHASE PLAN. IN ADDITION, THE SHARES MAY BE
REPURCHASED IN ORDER TO FINANCE OR CARRY OUT
ACQUISITIONS OR OTHER ARRANGEMENTS, TO SETTLE TILE
COMPANY'S EQUITY-BASED INCENTIVE PLANS, TO BE
TRANSFERRED FOR OTHER PURPOSES, OR TO BE CANCELLED.
THE SHARES CAN BE REPURCHASED EITHER A) THROUGH A
TENDER OFFER MADE TO ALL THE SHAREHOLDERS ON EQUAL
TERMS DETERMINED BY THE BOARD, IN PROPORTION TO THE
SHARES HELD BY THE SHAREHOLDERS, AND FOR AN EQUAL
PRICE DETERMINED BY THE BOARD; OR B) THROUGH PUBLIC
TRADING AND ON SUCH STOCK EXCHANGES THE RULES OF WHICH
ALLOW COMPANIES TO TRADE WITH THEIR OWN SHARES. IN
THIS CASE THE SHARES WOULD BE REPURCHASED IN ANOTHER
PROPORTION THAN THAT OF THE CURRENT SHAREHOLDERS. IT
IS PROPOSED THAT TILE AUTHORIZATION BE EFFECTIVE UNTIL
30 JUN 2009.
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ISSUER: NOMURA HOLDINGS, INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: APPOINT A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #1.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.10: APPOINT A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #1.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.: ISSUE OF STOCK ACQUISITION RIGHTS AS ISSUER YES FOR FOR
STOCK OPTIONS TO EXECUTIVES AND EMPLOYEES OF
SUBSIDIARIES OF THE COMPANY
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ISSUER: NORSKE SKOGINDUSTRIER ASA, LYSAKER
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/10/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ACKNOWLEDGE THAT THE CHAIR OF THE ISSUER YES ABSTAIN AGAINST
CORPORATE ASSEMBLY OPENS THE MEETING, AND THE
ATTENDING SHAREHOLDERS ARE REGISTERED
PROPOSAL #2.: ELECT 2 PERSONS TO SIGN THE PROTOCOL ISSUER YES FOR FOR
PROPOSAL #3.: APPROVE THE NOTICE AND PROPOSED AGENDA ISSUER YES FOR FOR
PROPOSAL #4.: ELECT THE MEMBERS AND DEPUTY MEMBERS TO ISSUER YES AGAINST AGAINST
THE CORPORATE ASSEMBLY
PROPOSAL #5.: ELECT 3 MEMBERS TO THE ELECTION COMMITTEE ISSUER YES AGAINST AGAINST
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ISSUER: NOVARTIS AG, BASEL
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO VOTE IN THE UPCOMING MEETING, YOUR ISSUER YES FOR AGAINST
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: NOVARTIS AG, BASEL
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, INCLUDING THE ISSUER YES FOR FOR
REMUNERATION REPORT, THE FINANCIAL STATEMENTS OF
NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL
STATEMENTS FOR THE BUSINESS YEAR 2007
PROPOSAL #2.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE FROM
LIABILITY FOR THEIR ACTIVITIES DURING THE BUSINESS
YEAR 2007
PROPOSAL #3.: APPROVE THE AVAILABLE EARNINGS AS PER ISSUER YES FOR FOR
BALANCE SHEETS AS SPECIFIED AND A TOTALDIVIDEND
PAYMENT OF CHF 3,929,967 IS EQUIVALENT TO A GROSS
DIVIDEND OF CHF 1.60 PER REGISTERED SHARE OF CHF 0.50
NOMINAL VALUE ENTITLED TO DIVIDENDS; ASSUMING THAT THE
BOARD OF DIRECTORS PROPOSAL FOR THE EARNINGS
APPROPRIATION IS APPROVED, PAYMENT WILL BE MADE WITH
EFFECT FROM 29 FEB 2008
PROPOSAL #4.: APPROVE TO CANCEL 85,348,000 SHARES ISSUER YES FOR FOR
REPURCHASED UNDER THE 4TH AND 5TH SHARE REPURCHASE
PROGRAMS AND TO REDUCE THE SHARE CAPITAL ACCORDINGLY
BY CHF 42,674,000 FROM CHF 1,364,485,500 TO CHF
1,321,811,500; AND AMEND ARTICLE 4 OF THE ARTICLES OF
INCORPORATION AS SPECIFIED
PROPOSAL #5.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
LAUNCH A 6TH SHARE REPURCHASE PROGRAM TO REPURCHASE
SHARES UP TO A MAXIMUM AMOUNT OF CHF 10 BILLION VIA A
2ND TRADING LINE ON VIRT-X; THESE SHARES ARE TO BE
CANCELLED AND ARE THUS NOT SUBJECT TO THE 10%
THRESHOLD OF OWN SHARES WITH IN THE MEANING OF ARTICLE
659 OF THE SWISS CODE OF OBLIGATIONS; THE NECESSARY
AMENDMENTS TO THE ARTICLES OF INCORPORATION ?REDUCTION
OF SHARE CAPITAL? SHALL BE SUBMITTED TO THE
SHAREHOLDERS
PROPOSAL #6.1: AMEND ARTICLE 19 OF THE ARTICLES OF ISSUER YES FOR FOR
INCORPORATION AS SPECIFIED
PROPOSAL #6.2: AMEND ARTICLE 33 OF THE ARTICLES OF ISSUER YES FOR FOR
INCORPORATION AS SPECIFIED
PROPOSAL #7.1.a: RE-ELECT MR. PETER BURCKHARDT M.D. AS ISSUER YES FOR FOR
A DIRECTOR, FOR A 1-YEAR TERM
PROPOSAL #7.1.b: RE-ELECT MR. ULRICH LEHNER PH.D., AS ISSUER YES FOR FOR
A DIRECTOR, FOR A 3-YEAR TERM
PROPOSAL #7.1.c: RE-ELECT MR. ALEXANDER F.JETZER AS A ISSUER YES FOR FOR
DIRECTOR, FOR A 3-YEAR TERM
PROPOSAL #7.1.d: RE-ELECT MR. PIERRE LANDOLT AS A ISSUER YES FOR FOR
DIRECTOR, FOR A 3-YEAR TERM
PROPOSAL #7.2: ELECT MR. ANN FUDGE AS A DIRECTOR, FOR ISSUER YES FOR FOR
A 3-YEAR TERM
PROPOSAL #8.: APPOINT PRICEWATERHOUSECOOPERS AG, AS ISSUER YES FOR FOR
THE AUDITORS OF NOVARTIS AG AND THE GROUP AUDITORS,
FOR A FURTHER YEAR
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ISSUER: OAO GAZPROM
TICKER: OGZPY CUSIP: 368287207
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A: APPROVE THE ANNUAL REPORT OF OAO GAZPROM ISSUER YES FOR N/A
FOR 2007.
PROPOSAL #B: APPROVE THE ANNUAL ACCOUNTING STATEMENTS, ISSUER YES FOR N/A
INCLUDING THE PROFIT AND LOSS REPORT OF THE COMPANY
BASED ON THE RESULTS OF 2007.
PROPOSAL #C: APPROVE THE DISTRIBUTION OF PROFIT OF THE ISSUER YES FOR N/A
COMPANY BASED ON THE RESULTS OF 2007.
PROPOSAL #D: APPROVE THE AMOUNT OF, TIME PERIOD AND ISSUER YES FOR N/A
FORM OF PAYMENT OF ANNUAL DIVIDENDS ON THE COMPANY'S
SHARES THAT HAVE BEEN PROPOSED BY THE BOARD OF
DIRECTORS OF THE COMPANY.
PROPOSAL #E: APPROVE CLOSED JOINT STOCK COMPANY ISSUER YES FOR N/A
PRICEWATERHOUSECOOPERS AUDIT AS THE COMPANY'S EXTERNAL
AUDITOR.
PROPOSAL #F: PAY REMUNERATION TO MEMBERS OF THE BOARD ISSUER YES AGAINST N/A
OF DIRECTORS AND AUDIT COMMISSION OF THE COMPANY IN
THE AMOUNTS RECOMMENDED BY THE BOARD OF DIRECTORS OF
THE COMPANY.
PROPOSAL #G: APPROVE THE AMENDMENTS TO THE CHARTER OF ISSUER YES FOR N/A
OAO GAZPROM.
PROPOSAL #H: APPROVE THE AMENDMENTS TO THE REGULATION ISSUER YES FOR N/A
ON THE GENERAL SHAREHOLDERS MEETING OF OAO GAZPROM.
PROPOSAL #I: APPROVE THE AMENDMENTS TO THE REGULATION ISSUER YES FOR N/A
ON THE BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #J: APPROVE THE AMENDMENT TO THE REGULATION ISSUER YES FOR N/A
ON THE MANAGEMENT COMMITTEE OF OAO GAZPROM.
PROPOSAL #K: IN ACCORDANCE WITH ARTICLES 77 AND 83 OF ISSUER YES FOR N/A
THE FEDERAL LAW ON JOINT STOCK COMPANIES, DETERMINE
THAT, ON THE BASIS OF THE MARKET VALUE AS CALCULATED
BY ZAO MEZHDUNARODNYI BIZNES TSENTR: KONSULTATSII,
INVESTITSII, OTSENKA (CJSC INTERNATIONAL BUSINESS
CENTER: CONSULTATIONS, INVESTMENTS, VALUATION), THE
PRICE FOR SERVICES TO BE ACQUIRED BY OAO GAZPROM
PURSUANT TO AN AGREEMENT ON INSURING THE LIABILITY OF
MEMBERS OF THE BOARD OF DIRECTORS AND MANAGEMENT
COMMITTEE OF OAO GAZPROM SHOULD AMOUNT TO THE
EQUIVALENT IN RUBLES OF 3.5 MILLION U.S. DOLLARS.
PROPOSAL #L1: PROPOSAL 12.1 ISSUER YES FOR N/A
PROPOSAL #L2: PROPOSAL 12.2 ISSUER YES FOR N/A
PROPOSAL #L3: PROPOSAL 12.3 ISSUER YES FOR N/A
PROPOSAL #L4: PROPOSAL 12.4 ISSUER YES FOR N/A
PROPOSAL #L5: PROPOSAL 12.5 ISSUER YES FOR N/A
PROPOSAL #L6: PROPOSAL 12.6 ISSUER YES FOR N/A
PROPOSAL #L7: PROPOSAL 12.7 ISSUER YES FOR N/A
PROPOSAL #L8: PROPOSAL 12.8 ISSUER YES FOR N/A
PROPOSAL #L9: PROPOSAL 12.9 ISSUER YES FOR N/A
PROPOSAL #L10: PROPOSAL 12.10 ISSUER YES FOR N/A
PROPOSAL #L11: PROPOSAL 12.11 ISSUER YES FOR N/A
PROPOSAL #L12: PROPOSAL 12.12 ISSUER YES FOR N/A
PROPOSAL #L13: PROPOSAL 12.13 ISSUER YES FOR N/A
PROPOSAL #L14: PROPOSAL 12.14 ISSUER YES FOR N/A
PROPOSAL #L15: PROPOSAL 12.15 ISSUER YES FOR N/A
PROPOSAL #L16: PROPOSAL 12.16 ISSUER YES FOR N/A
PROPOSAL #L17: PROPOSAL 12.17 ISSUER YES FOR N/A
PROPOSAL #L18: PROPOSAL 12.18 ISSUER YES FOR N/A
PROPOSAL #L19: PROPOSAL 12.19 ISSUER YES FOR N/A
PROPOSAL #L20: PROPOSAL 12.20 ISSUER YES FOR N/A
PROPOSAL #L21: PROPOSAL 12.21 ISSUER YES FOR N/A
PROPOSAL #L22: PROPOSAL 12.22 ISSUER YES FOR N/A
PROPOSAL #L23: PROPOSAL 12.23 ISSUER YES FOR N/A
PROPOSAL #L24: PROPOSAL 12.24 ISSUER YES FOR N/A
PROPOSAL #L25: PROPOSAL 12.25 ISSUER YES FOR N/A
PROPOSAL #L26: PROPOSAL 12.26 ISSUER YES FOR N/A
PROPOSAL #L27: PROPOSAL 12.27 ISSUER YES FOR N/A
PROPOSAL #L28: PROPOSAL 12.28 ISSUER YES FOR N/A
PROPOSAL #L29: PROPOSAL 12.29 ISSUER YES FOR N/A
PROPOSAL #L30: PROPOSAL 12.30 ISSUER YES FOR N/A
PROPOSAL #L31: PROPOSAL 12.31 ISSUER YES FOR N/A
PROPOSAL #L32: PROPOSAL 12.32 ISSUER YES FOR N/A
PROPOSAL #L33: PROPOSAL 12.33 ISSUER YES FOR N/A
PROPOSAL #L34: PROPOSAL 12.34 ISSUER YES FOR N/A
PROPOSAL #L35: PROPOSAL 12.35 ISSUER YES FOR N/A
PROPOSAL #L36: PROPOSAL 12.36 ISSUER YES FOR N/A
PROPOSAL #L37: PROPOSAL 12.37 ISSUER YES FOR N/A
PROPOSAL #L38: PROPOSAL 12.38 ISSUER YES FOR N/A
PROPOSAL #L39: PROPOSAL 12.39 ISSUER YES FOR N/A
PROPOSAL #L40: PROPOSAL 12.40 ISSUER YES FOR N/A
PROPOSAL #L41: PROPOSAL 12.41 ISSUER YES FOR N/A
PROPOSAL #L42: PROPOSAL 12.42 ISSUER YES FOR N/A
PROPOSAL #L43: PROPOSAL 12.43 ISSUER YES FOR N/A
PROPOSAL #L44: PROPOSAL 12.44 ISSUER YES FOR N/A
PROPOSAL #L45: PROPOSAL 12.45 ISSUER YES FOR N/A
PROPOSAL #L46: PROPOSAL 12.46 ISSUER YES FOR N/A
PROPOSAL #L47: PROPOSAL 12.47 ISSUER YES FOR N/A
PROPOSAL #L48: PROPOSAL 12.48 ISSUER YES FOR N/A
PROPOSAL #L49: PROPOSAL 12.49 ISSUER YES FOR N/A
PROPOSAL #L50: PROPOSAL 12.50 ISSUER YES FOR N/A
PROPOSAL #L51: PROPOSAL 12.51 ISSUER YES FOR N/A
PROPOSAL #L52: PROPOSAL 12.52 ISSUER YES FOR N/A
PROPOSAL #L53: PROPOSAL 12.53 ISSUER YES FOR N/A
PROPOSAL #L54: PROPOSAL 12.54 ISSUER YES FOR N/A
PROPOSAL #L55: PROPOSAL 12.55 ISSUER YES FOR N/A
PROPOSAL #L56: PROPOSAL 12.56 ISSUER YES FOR N/A
PROPOSAL #L57: PROPOSAL 12.57 ISSUER YES FOR N/A
PROPOSAL #L58: PROPOSAL 12.58 ISSUER YES FOR N/A
PROPOSAL #L59: PROPOSAL 12.59 ISSUER YES FOR N/A
PROPOSAL #L60: PROPOSAL 12.60 ISSUER YES FOR N/A
PROPOSAL #L61: PROPOSAL 12.61 ISSUER YES FOR N/A
PROPOSAL #L62: PROPOSAL 12.62 ISSUER YES FOR N/A
PROPOSAL #L63: PROPOSAL 12.63 ISSUER YES FOR N/A
PROPOSAL #L64: PROPOSAL 12.64 ISSUER YES FOR N/A
PROPOSAL #L65: PROPOSAL 12.65 ISSUER YES FOR N/A
PROPOSAL #L66: PROPOSAL 12.66 ISSUER YES FOR N/A
PROPOSAL #L67: PROPOSAL 12.67 ISSUER YES FOR N/A
PROPOSAL #L68: PROPOSAL 12.68 ISSUER YES FOR N/A
PROPOSAL #L69: PROPOSAL 12.69 ISSUER YES FOR N/A
PROPOSAL #L70: PROPOSAL 12.70 ISSUER YES FOR N/A
PROPOSAL #L71: PROPOSAL 12.71 ISSUER YES FOR N/A
PROPOSAL #L72: PROPOSAL 12.72 ISSUER YES FOR N/A
PROPOSAL #L73: PROPOSAL 12.73 ISSUER YES FOR N/A
PROPOSAL #L74: PROPOSAL 12.74 ISSUER YES FOR N/A
PROPOSAL #L75: PROPOSAL 12.75 ISSUER YES FOR N/A
PROPOSAL #L76: PROPOSAL 12.76 ISSUER YES FOR N/A
PROPOSAL #M1: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: AKIMOV ANDREI IGORIEVICH YOU MUST RETURN
THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M2: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: ANANENKOV ALEXANDER GEORGIEVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M3: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: BERGMANN BURCKHARD YOU MUST RETURN THE
PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M4: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: GAZIZULLIN FARIT RAFIKOVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M5: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: DEMENTIEV ANDREI VLADIMIROVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M6: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: ZUBKOV VIKTOR ALEXEEVICH YOU MUST RETURN
THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M7: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: KARPEL ELENA EVGENIEVNA YOU MUST RETURN
THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M8: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: MEDVEDEV YURIY MITROPHANOVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M9: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: MILLER ALEXEY BORISOVICH YOU MUST RETURN
THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M10: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: NABIULLINA ELVIRA SAKHIPZADOVNA YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M11: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
OAO GAZPROM: NIKOLAEV VIKTOR VASILIEVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M12: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
OAO GAZPROM: POTYOMKIN ALEXANDER IVANOVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M13: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: SEREDA MIKHAIL LEONIDOVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M14: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: FEODOROV BORIS GRIGORIEVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M15: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: FORESMAN ROBERT MARK YOU MUST RETURN THE
PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M16: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: KHRISTENKO VIKTOR BORISOVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M17: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
OAO GAZPROM: SHOKHIN ALEXANDER NIKOLAEVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M18: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: YUSUFOV IGOR KHANUKOVICH YOU MUST RETURN
THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #M19: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
OAO GAZPROM: YASIN EVGENIY GRIGORIEVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #N1: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES FOR N/A
GAZPROM: ARKHIPOV DMITRY ALEXANDROVICH
PROPOSAL #N2: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES FOR N/A
GAZPROM: ASKINADZE DENIS ARKADIEVICH
PROPOSAL #N3: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES FOR N/A
GAZPROM: BIKULOV VADIM KASYMOVICH
PROPOSAL #N4: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES FOR N/A
GAZPROM: ISHUTIN RAFAEL VLADIMIROVICH
PROPOSAL #N5: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES FOR N/A
GAZPROM: KOBZEV ANDREY NIKOLAEVICH
PROPOSAL #N6: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES FOR N/A
GAZPROM: LOBANOVA NINA VLADISLAVOVNA
PROPOSAL #N7: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES AGAINST N/A
GAZPROM: LOGUNOV DMITRY SERGEEVICH
PROPOSAL #N8: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES AGAINST N/A
GAZPROM: MIKHAILOVA SVETLANA SERGEEVNA
PROPOSAL #N9: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES AGAINST N/A
GAZPROM: NOSOV YURY STANISLAVOVICHIROVNA
PROPOSAL #N10: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES FOR N/A
GAZPROM: OSELEDKO VIKTORIYA VLADIMIROVNA
PROPOSAL #N11: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES FOR N/A
GAZPROM: FOMIN ANDREY SERGEEVICH
PROPOSAL #N12: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES AGAINST N/A
GAZPROM: SHUBIN YURY IVANOVICH
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OIL CO LUKOIL
TICKER: LUKOY CUSIP: 677862104
MEETING DATE: 6/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVE ANNUAL REPORT FOR 2007 AND ISSUER YES FOR FOR
ANNUAL FINANCIAL STATEMENTS, INCLUDING THE INCOME
STATEMENTS AND DISTRIBUTION OF PROFITS.
PROPOSAL #2A: TO ELECT ALEKPEROV, VAGIT YUSUFOVICH. ISSUER YES AGAINST N/A
YOU MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.
PROPOSAL #2B: TO ELECT BELIKOV, IGOR VYACHESLAVOVICH. ISSUER YES AGAINST N/A
YOU MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.
PROPOSAL #2C: TO ELECT WALLETTE (JR), DONALD EVERT. ISSUER YES AGAINST N/A
YOU MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.
PROPOSAL #2D: TO ELECT GRAYFER, VALERY ISAAKOVICH. YOU ISSUER YES AGAINST N/A
MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.
PROPOSAL #2E: TO ELECT KUTAFIN, OLEG EMELYANOVICH. YOU ISSUER YES AGAINST N/A
MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.
PROPOSAL #2F: TO ELECT KOSTIN, ANDREY LEONIDOVICH. YOU ISSUER YES AGAINST N/A
MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.
PROPOSAL #2G: TO ELECT MAGANOV, RAVIL ULFATOVICH. YOU ISSUER YES AGAINST N/A
MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.
PROPOSAL #2H: TO ELECT MATZKE, RICHARD HERMAN. YOU ISSUER YES FOR N/A
MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING RECORD
KEEPING PURPOSES.
PROPOSAL #2I: TO ELECT MIKHAILOV, SERGEI ANATOLIEVICH. ISSUER YES FOR N/A
YOU MUST RETURN THE PHYSICAL PROXY CARD TO YOUR
CLIENT SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE
TO BE COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.
PROPOSAL #2J: TO ELECT TSVETKOV, NIKOLAI ISSUER YES AGAINST N/A
ALEXANDROVICH. YOU MUST RETURN THE PHYSICAL PROXY CARD
TO YOUR CLIENT SERVICE REPRESENTATIVE IN ORDER FOR
YOUR VOTE TO BE COUNTED. THIS AGENDA IS ONLY FOR
RECORD KEEPING PURPOSES.
PROPOSAL #2K: TO ELECT SHERKUNOV, IGOR VLADIMIROVICH. ISSUER YES AGAINST N/A
YOU MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.
PROPOSAL #2L: TO ELECT SHOKHIN, ALEXANDER NIKOLAEVICH. ISSUER YES FOR N/A
YOU MUST RETURN THE PHYSICAL PROXY CARD TO YOUR
CLIENT SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE
TO BE COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.
PROPOSAL #3A: ELECTION OF AUDIT COMMISSION: IVANOVA, ISSUER YES FOR FOR
LYUBOV GAVRILOVNA
PROPOSAL #3B: ELECTION OF AUDIT COMMISSION: ISSUER YES FOR FOR
KONDRATIEV, PAVEL GENNADIEVICH
PROPOSAL #3C: ELECTION OF AUDIT COMMISSION: NIKITENKO, ISSUER YES FOR FOR
VLADIMIR NIKOLAEVICH
PROPOSAL #04: PAY REMUNERATION AND REIMBURSE EXPENSES ISSUER YES FOR FOR
TO MEMBERS OF BOARD OF DIRECTORS AND AUDIT COMMISSION
OF OAO LUKOIL AND TO ESTABLISH REMUNERATION FOR
NEWLY ELECTED MEMBERS OF BOARD OF DIRECTORS AND AUDIT
COMMISSION ACCORDING TO COMMISSION OF OAO LUKOIL .
PROPOSAL #05: TO APPROVE THE INDEPENDENT AUDITOR OF ISSUER YES FOR FOR
OAO LUKOIL - CLOSED JOINT STOCK COMPANY KPMG.
PROPOSAL #6A: SHAREHOLDER LOAN AGREEMENT BETWEEN OAO ISSUER YES FOR FOR
LUKOIL (LENDER) AND OOO NARYANMARNEFTEGAZ (BORROWER).
PROPOSAL #6B: PROVISION OF A LOAN BY OAO LUKOIL ISSUER YES FOR FOR
(LENDER) TO OAO YUGK TGC-8 (BORROWER).
PROPOSAL #6C: RECEIPT OF A LOAN BY OAO LUKOIL ISSUER YES FOR FOR
(BORROWER) FROM OAO YUGK TGC-8 (LENDER).
PROPOSAL #6D: RECEIPT OF A LOAN BY OAO LUKOIL ISSUER YES FOR FOR
(BORROWER) FROM OAO YUGK TGC-8 (LENDER).
PROPOSAL #6E: POLICY (CONTRACT) ON INSURING THE ISSUER YES FOR FOR
LIABILITY OF DIRECTORS, OFFICERS AND CORPORATIONS
BETWEEN OAO LUKOIL (POLICYHOLDER) AND OAO KAPITAL
STRAKHOVANIE (INSURER).
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OJSC MMC NORILSK NICKEL
TICKER: NILSY CUSIP: 46626D108
MEETING DATE: 12/14/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: REORGANIZATION OF OJSC MMC NORILSK NICKEL ISSUER YES FOR N/A
PROPOSAL #2A: TO ELECT BASOVA YULIA VASILIEVNA TO THE ISSUER YES FOR N/A
BOARD OF DIRECTORS
PROPOSAL #2B: TO ELECT BOUGROV ANDREI EVGENIEVICH ISSUER YES FOR N/A
(MANAGING DIRECTOR OF OJSC HC INTERROS) TO THE BOARD
OF DIRECTORS
PROPOSAL #2C: TO ELECT BULAVSKAYA ELENA EVGENIEVNA ISSUER YES FOR N/A
(HEAD OF ADMINISTRATION OF ONEXIM GROUP LLC) TO THE
BOARD OF DIRECTORS
PROPOSAL #2D: TO ELECT DUMNOV ALEKSANDR NIKOLAIEVICH ISSUER YES FOR N/A
(RETIRED) TO THE BOARD OF DIRECTORS
PROPOSAL #2E: TO ELECT KLEKOVKIN ANTON IGOREVICH ISSUER YES FOR N/A
(EXECUTIVE DIRECTOR OF OJSC HC INTERROS) TO THE BOARD
OF DIRECTORS
PROPOSAL #2F: TO ELECT KOSTOEV DMITRI RUSLANOVICH ISSUER YES FOR N/A
(MANAGING DIRECTOR FOR INVESTMENTS OF OJSC HC
INTERROS) TO THE BOARD OF DIRECTORS
PROPOSAL #2G: TO ELECT KUSKOV DMITRI ALEKSANDROVICH ISSUER YES FOR N/A
(DIRECTOR FOR INVESTMENTS OF OJSC HC INTERROS) TO THE
BOARD OF DIRECTORS
PROPOSAL #2H: TO ELECT MATVEEV PAVEL BORISOVICH ISSUER YES FOR N/A
(SENIOR MANAGER OF THE INVESTMENTS DEPARTMENT OF OJSC
HC INTERROS) TO THE BOARD OF DIRECTORS
PROPOSAL #2I: TO ELECT MATVIENKO ALEKSEI VASILIEVICH ISSUER YES FOR N/A
(INVESTMENTS MANAGER OF OJSC HC INTERROS) TO THE BOARD
OF DIRECTORS
PROPOSAL #2J: TO ELECT PARINOV KIRILL YURIEVICH ISSUER YES FOR N/A
(DEPUTY GENERAL DIRECTOR OF OJSC HC INTERROS) TO THE
BOARD OF DIRECTORS
PROPOSAL #2K: TO ELECT RAZUMOV DMITRY VALERIEVICH ISSUER YES FOR N/A
(GENERAL DIRECTOR OF ONEXIM GROUP LLC) TO THE BOARD OF
DIRECTORS
PROPOSAL #2L: TO ELECT RASKATOV ALEKSANDRE VIKTOROVICH ISSUER YES FOR N/A
(DIRECTOR OF THE INVESTMENTS DEPARTMENT OF OJSC HC
INTERROS) TO THE BOARD OF DIRECTORS
PROPOSAL #2M: TO ELECT SABLUKOV YURI STEPANOVICH ISSUER YES FOR N/A
(GENERAL DIRECTOR OF OJSC OGK-3) TO THE BOARD OF
DIRECTORS
PROPOSAL #2N: TO ELECT SALNIKOVA EKATERINA MIKHAILOVNA ISSUER YES FOR N/A
TO THE BOARD OF DIRECTORS
PROPOSAL #2O: TO ELECT SOSNOVSKI MICHAEL ISSUER YES FOR N/A
ALEKSANDROVICH (DEPUTY GENERAL DIRECTOR OF ONEXIM
GROUP LLC) TO THE BOARD OF DIRECTORS
PROPOSAL #2P: TO ELECT STEFANOVICH SERGEI ANATOLIEVICH ISSUER YES FOR N/A
(DIRECTOR OF ONEXIM GROUP LLC) TO THE BOARD OF
DIRECTORS
PROPOSAL #2Q: TO ELECT TAZIN SERGEI AFANASIEVICH ISSUER YES FOR N/A
(EXECUTIVE DIRECTOR OF OJSC OGK-3) TO THE BOARD OF
DIRECTORS
PROPOSAL #2R: TO ELECT HERNE DAVID ALEXANDER (CHAIRMAN ISSUER YES FOR N/A
OF THE STRATEGY AND REFORMATION COMMITTEE OF THE RAO
UES OF RUSSIA BOARD OF DIRECTORS) TO THE BOARD OF
DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OJSC MMC NORILSK NICKEL
TICKER: NILSY CUSIP: 46626D108
MEETING DATE: 12/21/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO APPROVE THE PAYOUT OF DIVIDENDS ON ISSUER YES FOR N/A
MMC NORILSK NICKEL SHARES FOR 9 MONTHS OF 2007 IN THE
AMOUNT OF RUB 108 PER SHARE.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OJSC MMC NORILSK NICKEL
TICKER: NILSY CUSIP: 46626D108
MEETING DATE: 4/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: AMENDMENTS TO THE CHARTER OF THE COMPANY ISSUER YES AGAINST FOR
PROPOSAL #02: PRE-TERM TERMINATION OF THE POWERS OF ISSUER YES AGAINST FOR
THE COMPANY'S CURRENT DIRECTORS
ELECTION OF DIRECTOR: BURT T.W. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: BOUGROV A.E. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: BULAVSKAYA E.E. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: BULYGIN A.S. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: VEKSELBERG V.F. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: GUY DE SELLIERS ISSUER YES FOR N/A
ELECTION OF DIRECTOR: DERIPASKA O.V. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: DOLGIKH V.I. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: KLISHAS A.A. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: LEVITT M.J. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: MORGAN R.T. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: MOROZOV D.S. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: PARINOV K.Y. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: PROKHOROV M.D. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: RAZUMOV D.V. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: SALNIKOVA E.M. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: SOSNOVSKI M.A ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: STEFANOVICH S.A. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: UGOLNIKOV K.L. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: CHARLIER C.F. ISSUER YES WITHHOLD N/A
ELECTION OF DIRECTOR: SCHIMMELBUSCH H.S. ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OJSC MMC NORILSK NICKEL
TICKER: NILSY CUSIP: 46626D108
MEETING DATE: 6/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO APPROVE THE ANNUAL REPORT AND ANNUAL ISSUER YES FOR N/A
ACCOUNTING STATEMENTS, INCLUDING PROFIT-AND-LOSS
STATEMENT OF MMC NORILSK NICKEL FOR 2007. TO APPROVE
DISTRIBUTION OF THE PROFITS AND LOSSES OF MMC NORILSK
NICKEL FOR 2007.
PROPOSAL #02: TO DECLARE THE PAYMENT OF ANNUAL ISSUER YES FOR N/A
DIVIDENDS ON ORDINARY REGISTERED SHARES OF MMC NORILSK
NICKEL FOR 2007 IN THE AMOUNT OF RUB 220 PER ORDINARY
SHARE. TAKING INTO ACCOUNT INTERIM DIVIDENDS ALREADY
PAID FOR 9 MONTHS OF 2007 IN THE AMOUNT OF RUB 108 PER
ORDINARY SHARE, TO MAKE FINAL PAYMENT IN THE AMOUNT
OF RUB SHARE 112 PER SHARE.
PROPOSAL #3A: TO ELECT MEMBER TO THE BOARD OF ISSUER YES AGAINST N/A
DIRECTORS: TYE WINSTON BURT
PROPOSAL #3B: TO ELECT MEMBER TO THE BOARD OF ISSUER YES AGAINST N/A
DIRECTORS: ANDREY E. BOUGROV
PROPOSAL #3C: TO ELECT MEMBER TO THE BOARD OF ISSUER YES AGAINST N/A
DIRECTORS: ALEXANDER S. BULYGIN
PROPOSAL #3D: TO ELECT MEMBER TO THE BOARD OF ISSUER YES AGAINST N/A
DIRECTORS: VICTOR F. VEKSELBERG
PROPOSAL #3E: TO ELECT MEMBER TO THE BOARD OF ISSUER YES FOR N/A
DIRECTORS: GUY DE SELLIERS DE MORANVILLE
PROPOSAL #3F: TO ELECT MEMBER TO THE BOARD OF ISSUER YES AGAINST N/A
DIRECTORS: OLEG V. DERIPASKA
PROPOSAL #3G: TO ELECT MEMBER TO THE BOARD OF ISSUER YES AGAINST N/A
DIRECTORS: ANDREY A. KLISHAS
PROPOSAL #3H: TO ELECT MEMBER TO THE BOARD OF ISSUER YES AGAINST N/A
DIRECTORS: MICHAEL JEFFREY LEVITT
PROPOSAL #3I: TO ELECT MEMBER TO THE BOARD OF ISSUER YES AGAINST N/A
DIRECTORS: KIRILL YU. PARINOV
PROPOSAL #3J: TO ELECT MEMBER TO THE BOARD OF ISSUER YES AGAINST N/A
DIRECTORS: OLEG V. POTANIN
PROPOSAL #3K: TO ELECT MEMBER TO THE BOARD OF ISSUER YES AGAINST N/A
DIRECTORS: MIKHAIL D. PROKHOROV
PROPOSAL #3L: TO ELECT MEMBER TO THE BOARD OF ISSUER YES AGAINST N/A
DIRECTORS: KIRILL L. UGOLNIKOV
PROPOSAL #3M: TO ELECT MEMBER TO THE BOARD OF ISSUER YES FOR N/A
DIRECTORS: HEINZ C. SCHIMMELBUSCH
PROPOSAL #04: TO ELECT THE FOLLOWING MEMBERS TO THE ISSUER YES FOR N/A
REVISION COMMISSION: MARINA V. VDOVINA/ ELENA A.
GAVRILOVA/ NIKOLAY V. MOROZOV/ ELENA S. NAZAROVA/ OLGA
YU. ROMPEL
PROPOSAL #05: TO APPROVE OOO ROSEXPERTIZA AS THE ISSUER YES FOR N/A
AUDITOR OF RUSSIAN ACCOUNTING STATEMENTS OF MMC
NORILSK NICKEL FOR 2008.
PROPOSAL #6A: AMENDMENT TO THE CHARTER OF MMC NORILSK ISSUER YES FOR N/A
NICKEL: TO ADD NEW SUBSECTION 8 TO SECTION 6.8
PROPOSAL #6B: AMENDMENT TO THE CHARTER OF MMC NORILSK ISSUER YES FOR N/A
NICKEL: TO ADD NEW SECTION 6.19
PROPOSAL #6C: AMENDMENT TO THE CHARTER OF MMC NORILSK ISSUER YES FOR N/A
NICKEL: TO AMEND SECTION 8.3
PROPOSAL #6D: AMENDMENT TO THE CHARTER OF MMC NORILSK ISSUER YES FOR N/A
NICKEL: TO SUPPLEMENT SECTION 8.5
PROPOSAL #6E: AMENDMENT TO THE CHARTER OF MMC NORILSK ISSUER YES FOR N/A
NICKEL: TO SUPPLEMENT SECTION 8.8
PROPOSAL #6F: AMENDMENT TO THE CHARTER OF MMC NORILSK ISSUER YES FOR N/A
NICKEL: TO AMEND SECTION 8.15
PROPOSAL #6G: AMENDMENT TO THE CHARTER OF MMC NORILSK ISSUER YES FOR N/A
NICKEL: TO SUPPLEMENT THE CHARTER WITH SECTION 8.17
PROPOSAL #6H: AMENDMENT TO THE CHARTER OF MMC NORILSK ISSUER YES FOR N/A
NICKEL: TO SUPPLEMENT SECTION 9.3.36
PROPOSAL #6I: AMENDMENT TO THE CHARTER OF MMC NORILSK ISSUER YES FOR N/A
NICKEL: TO SUPPLEMENT SECTION 9.3.42
PROPOSAL #6J: AMENDMENT TO THE CHARTER OF MMC NORILSK ISSUER YES FOR N/A
NICKEL: TO SUPPLEMENT THE CHARTER WITH SECTION 9.3.43
PROPOSAL #6K: AMENDMENT TO THE CHARTER OF MMC NORILSK ISSUER YES FOR N/A
NICKEL: TO AMEND SECTION 10.8.2
PROPOSAL #6L: AMENDMENT TO THE CHARTER OF MMC NORILSK ISSUER YES FOR N/A
NICKEL: TO SUPPLEMENT SECTION 13.8
PROPOSAL #6M: AMENDMENT TO THE CHARTER OF MMC NORILSK ISSUER YES FOR N/A
NICKEL: TO SUPPLEMENT THE CHARTER WITH SECTION 14
PROPOSAL #07: TO ADOPT THE REGULATIONS ON THE BOARD OF ISSUER YES FOR N/A
DIRECTORS OF MMC NORILSK NICKEL AS PER APPENDIX 1
PROPOSAL #8A: REMUNERATION & REIMBURSEMENT OF EXPENSES ISSUER YES FOR N/A
INCURRED BY INDEPENDENT DIRECTORS - MEMBERS OF BOARD:
(1) TO ESTABLISH THAT BASIC AMOUNT OF REMUNERATION TO
BE PAID TO AN INDEPENDENT DIRECTOR SHALL BE RUB
1,250,000 PER QUARTER, (2) IF AN INDEPENDENT DIRECTOR
PRESIDES OVER A BOARD COMMITTEE, THE ADDITIONAL
REMUNERATION OF RUB 625,000 PER QUARTER SHALL BE PAID,
(3) REMUNERATION AMOUNTS MENTIONED IN P. 1 AND 2 OF
THIS RESOLUTION SHALL BE PAID FROM JULY 1, 2008 AND TO
THE DATE, (4) IN ADDITION CHAIRMAN OF THE INDEPENDENT
DIRECTORS SHALL RECEIVE RUB 500,000 PER QUARTER.
PROPOSAL #8B: REMUNERATION & REIMBURSEMENT OF EXPENSES ISSUER YES FOR N/A
INCURRED BY INDEPENDENT DIRECTORS - MEMBERS OF BOARD:
(1) TO APPROVE THE INDEPENDENT DIRECTORS INCENTIVE
PROGRAM - OPTIONS PLAN AS PER APPENDIX 2, (2) TO
ESTABLISH THAT THE TERMS OF THE AFOREMENTIONED PROGRAM
SHALL BE FROM JULY 1, 2008 TO JUNE 30, 2009 OR UNTIL
THE END OF TERM OF EACH RESPECTIVE INDEPENDENT
DIRECTOR.
PROPOSAL #09: THE VALUE OF PROPERTY BEING THE SUBJECT ISSUER YES FOR N/A
OF INTERRELATED TRANSACTIONS TO INDEMNITY MEMBERS OF
THE BOARD OF DIRECTORS AND MEMBERS OF THE MANAGEMENT
BOARD OF MMC NORILSK NICKEL AGAINST DAMAGES THE
AFOREMENTIONED PERSONS MAY INCUR IN THEIR RESPECTIVE
POSITIONS MENTIONED ABOVE SHALL NOT EXCEED USD
115,000,000 (0NE HUNDRED FIFTEEN MILLION US DOLLARS)
FOR EACH TRANSACTION.
PROPOSAL #10: TO APPROVE INTERRELATED TRANSACTIONS, TO ISSUER YES FOR N/A
WHICH ALL MEMBERS OF THE BOARD OF DIRECTORS AND
MEMBERS OF THE MANAGEMENT BOARD OF MMC NORILSK NICKEL
ARE INTERESTED PARTIES, AND WHICH INVOLVE THE
OBLIGATIONS OF MMC NORILSK NICKEL TO INDEMNIFY MEMBERS
OF THE BOARD OF DIRECTORS AND MEMBERS OF THE
MANAGEMENT BOARD OF MMC NORILSK NICKEL AGAINST DAMAGES
THE AFOREMENTIONED PERSONS MAY INCUR IN THEIR
RESPECTIVE POSITIONS MENTIONED ABOVE THAT SHALL NOT
EXCEED USD 115,000,000 (ONE HUNDRED FIFTEEN MILLION OF
US DOLLARS) FOR EACH SUCH PERSON.
PROPOSAL #11: TO ESTABLISH THAT THE VALUE OF SERVICES ISSUER YES FOR N/A
INVOLVING LIABILITY INSURANCE FOR MEMBERS OF THE BOARD
OF DIRECTORS AND MEMBERS OF THE MANAGEMENT BOARD OF
MMC NORILSK NICKEL WITH LIABILITY LIMITED TO USD
150,000,000 AND ADDITIONAL INSURANCE COVERAGE LIMIT OF
USD 50,000,000 SHALL NOT EXCEED USD 1,400,000.
PROPOSAL #12: TO APPROVE THE TRANSACTION, TO WHICH ALL ISSUER YES FOR N/A
MEMBERS OF THE BOARD OF DIRECTORS AND MEMBERS OF THE
MANAGEMENT BOARD OF MMC NORILSK NICKEL ARE INTERESTED
PARTIES, INVOLVING LIABILITY INSURANCE FOR MEMBERS OF
THE BOARD OF DIRECTORS AND MEMBERS OF THE MANAGEMENT
BOARD OF MMC NORILSK NICKEL WHO WILL BE BENEFICIARY
PARTIES TO THE TRANSACTION, FOR THE ONE-YEAR TERM WITH
LIABILITY LIMITED TO USD 150,000,000 AND ADDITIONAL
INSURANCE COVERAGE LIMIT OF USD 50,000,000 AND WITH
PREMIUM TO INSURER NOT EXCEEDING USD 1,400,000.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OJSC MMC NORILSK NICKEL
TICKER: NILSY CUSIP: 46626D108
MEETING DATE: 6/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO APPROVE THE ANNUAL REPORT AND ANNUAL SHAREHOLDER NO N/A N/A
ACCOUNTING STATEMENTS, INCLUDING PROFIT-AND-LOSS
STATEMENT OF MMC NORILSK NICKEL FOR 2007. TO APPROVE
DISTRIBUTION OF THE PROFITS AND LOSSES OF MMC NORILSK
NICKEL FOR 2007.
PROPOSAL #02: TO DECLARE THE PAYMENT OF ANNUAL SHAREHOLDER NO N/A N/A
DIVIDENDS ON ORDINARY REGISTERED SHARES OF MMC NORILSK
NICKEL FOR 2007 IN THE AMOUNT OF RUB 220 PER ORDINARY
SHARE.
ELECTION OF DIRECTOR: TYE W. BURT SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: GUY DE SELLIERS SHAREHOLDER NO N/A N/A
PROPOSAL #04: TO ELECT THE FOLLOWING MEMBERS TO THE SHAREHOLDER NO N/A N/A
REVISION COMMISSION: MARINA V. VDOVINA, ELENA A.
GAVRILOVA, RENONS NIKOLAY V. MOROZOV, ELENA S.
NAZAROVA, AND OLGA YU. ROMPEL
PROPOSAL #05: TO APPROVE OOO ROSEXPERTIZA AS THE SHAREHOLDER NO N/A N/A
AUDITOR OF RUSSIAN ACCOUNTING STATEMENTS OF MMC
NORILSK NICKEL FOR 2008.
PROPOSAL #6A: AMENDMENT TO THE CHARTER OF OJSC MMC SHAREHOLDER NO N/A N/A
NORILSK NICKEL: TO ADD NEW SUBSECTION 8 TO SECTION 6.8
OF THE CHARTER
PROPOSAL #6B: AMENDMENT TO THE CHARTER OF OJSC MMC SHAREHOLDER NO N/A N/A
NORILSK NICKEL: TO ADD NEW SECTION 6.19 TO THE CHARTER
PROPOSAL #6C: AMENDMENT TO THE CHARTER OF OJSC MMC SHAREHOLDER NO N/A N/A
NORILSK NICKEL: TO AMEND SECTION 8.3 OF THE CHARTER
PROPOSAL #6D: AMENDMENT TO THE CHARTER OF OJSC MMC SHAREHOLDER NO N/A N/A
NORILSK NICKEL: TO SUPPLEMENT SECTION 8.5 OF THE
CHARTER
PROPOSAL #6E: AMENDMENT TO THE CHARTER OF OJSC MMC SHAREHOLDER NO N/A N/A
NORILSK NICKEL: TO SUPPLEMENT SECTION 8.8 OF THE
CHARTER
PROPOSAL #6F: AMENDMENT TO THE CHARTER OF OJSC MMC SHAREHOLDER NO N/A N/A
NORILSK NICKEL: TO AMEND SECTION 8.15 OF THE CHARTER
PROPOSAL #6G: AMENDMENT TO THE CHARTER OF OJSC MMC SHAREHOLDER NO N/A N/A
NORILSK NICKEL: TO SUPPLEMENT THE CHARTER WITH SECTION
8.17
PROPOSAL #6H: AMENDMENT TO THE CHARTER OF OJSC MMC SHAREHOLDER NO N/A N/A
NORILSK NICKEL: TO SUPPLEMENT SECTION 9.3.36 OF THE
CHARTER
PROPOSAL #6I: AMENDMENT TO THE CHARTER OF OJSC MMC SHAREHOLDER NO N/A N/A
NORILSK NICKEL: TO SUPPLEMENT SECTION 9.3.42 OF THE
CHARTER
PROPOSAL #6J: AMENDMENT TO THE CHARTER OF OJSC MMC SHAREHOLDER NO N/A N/A
NORILSK NICKEL: TO SUPPLEMENT THE CHARTER WITH SECTION
9.3.43
PROPOSAL #6K: AMENDMENT TO THE CHARTER OF OJSC MMC SHAREHOLDER NO N/A N/A
NORILSK NICKEL: TO AMEND SECTION 10.8.2 OF THE CHARTER
PROPOSAL #6L: AMENDMENT TO THE CHARTER OF OJSC MMC SHAREHOLDER NO N/A N/A
NORILSK NICKEL: TO SUPPLEMENT SECTION 13.8 OF THE
CHARTER
PROPOSAL #6M: AMENDMENT TO THE CHARTER OF OJSC MMC SHAREHOLDER NO N/A N/A
NORILSK NICKEL: TO SUPPLEMENT THE CHARTER WITH SECTION
14
PROPOSAL #7: TO ADOPT THE REGULATIONS ON THE BOARD OF SHAREHOLDER NO N/A N/A
DIRECTORS OF MMC NORILSK NICKEL
PROPOSAL #8A: REMUNERATION & REIMBURSEMENT OF EXPENSES SHAREHOLDER NO N/A N/A
INCURRED BY INDEPENDENT DIRECTORS - MEMBERS OF BOARD
OF DIRECTORS OF MMC NORILSK NICKEL TO ESTABLISH THE
BASIC AMOUNT OF REMUNERATION TO BE PAID TO AN
INDEPENDENT DIRECTOR
PROPOSAL #8B: REMUNERATION & REIMBURSEMENT OF EXPENSES SHAREHOLDER NO N/A N/A
INCURRED BY INDEPENDENT DIRECTORS - MEMBERS OF BOARD
OF DIRECTORS OF MMC NORILSK NICKEL TO APPROVE THE
INDEPENDENT DIRECTORS INCENTIVE PROGRAM OF MMC NORILSK
NICKEL
PROPOSAL #9: THE VALUE OF PROPERTY BEING THE SUBJECT SHAREHOLDER NO N/A N/A
OF INDEMNITY AGREEMENTS WITH MEMBERS OF THE BOARD OF
DIRECTORS AND MANAGEMENT BOARD OF MMC NORILSK NICKEL
PROPOSAL #10: APPROVAL OF THE INTERRELATED INTEREST SHAREHOLDER NO N/A N/A
PARTY TRANSACTIONS WHEREBY MEMBERS OF THE BOARD OF
DIRECTORS AND MANAGEMENT BOARD OF MMC NORILSK NICKEL
SHALL BE INDEMNIFIED AGAINST DAMAGES
PROPOSAL #11: THE COST OF LIABILITY INSURANCE SERVICES SHAREHOLDER NO N/A N/A
FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE
MANAGEMENT BOARD OF MMC NORILSK NICKEL
PROPOSAL #12: APPROVAL OF THE INTEREST PARTY SHAREHOLDER NO N/A N/A
TRANSACTION RELATED TO LIABILITY INSURANCE FOR MEMBERS
OF THE BOARD OF DIRECTORS AND MANAGEMENT BOARD OF MMC
NORILSK NICKEL
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ORIX CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE REDUCTION OF LEGAL RESERVE ISSUER YES FOR FOR
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES AGAINST AGAINST
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #4.: APPROVE ISSUANCE OF SHARE ACQUISITION ISSUER YES FOR FOR
RIGHTS AS STOCK OPTIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: P.T. TELEKOMUNIKASI INDONESIA, TBK
TICKER: TLK CUSIP: 715684106
MEETING DATE: 6/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE COMPANY'S ANNUAL REPORT ISSUER YES FOR N/A
FOR THE FINANCIAL YEAR 2007.
PROPOSAL #02: RATIFICATION OF THE FINANCIAL STATEMENTS ISSUER YES FOR N/A
AND PARTNERSHIP AND COMMUNITY DEVELOPMENT PROGRAM
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2007 AND
ACQUITTAL AND DISCHARGE TO THE MEMBERS OF THE BOARD OF
DIRECTORS AND BOARD OF COMMISSIONERS.
PROPOSAL #03: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR N/A
COMPANY'S NET INCOME FOR FINANCIAL YEAR 2007.
PROPOSAL #04: APPROVAL OF THE DETERMINATION OF THE ISSUER YES FOR N/A
AMOUNT OF REMUNERATION FOR THE MEMBERS OF THE
DIRECTORS AND COMMISSIONERS.
PROPOSAL #05: APPOINTMENT OF AN INDEPENDENT AUDITOR TO ISSUER YES FOR N/A
AUDIT THE COMPANY'S FINANCIAL STATEMENTS FOR THE
FINANCIAL YEAR 2008, INCLUDING AUDIT OF INTERNAL
CONTROL OVER FINANCIAL REPORTING AND APPOINTMENT OF AN
INDEPENDENT AUDITOR TO AUDIT THE FINANCIAL STATEMENTS
OF THE PARTNERSHIP AND COMMUNITY DEVELOPMENT PROGRAM
FOR THE FINANCIAL YEAR 2008.
PROPOSAL #06: APPROVAL TO THE AMENDMENT TO THE ISSUER YES AGAINST N/A
COMPANY'S ARTICLES OF ASSOCIATION.
PROPOSAL #07: APPROVAL FOR THE SHARE BUY BACK III ISSUER YES FOR N/A
PROGRAM.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PETRO CDA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. RON A. BRENNEMAN AS A ISSUER YES FOR FOR
DIRECTORS
PROPOSAL #1.2: ELECT MR. GAIL COOK-BENNETT AS A ISSUER YES FOR FOR
DIRECTORS
PROPOSAL #1.3: ELECT MR. CLAUDE FONTAINE AS A DIRECTORS ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT MR. PAUL HASELDONCKX AS A ISSUER YES FOR FOR
DIRECTORS
PROPOSAL #1.5: ELECT MR. THOMAS E. KIERANS AS A ISSUER YES FOR FOR
DIRECTORS
PROPOSAL #1.6: ELECT MR. BRAIN F. MACNEILL AS A ISSUER YES FOR FOR
DIRECTORS
PROPOSAL #1.7: ELECT MR. MAUREEN MCCAW AS A DIRECTORS ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT MR. PAUL D. MELNUK AS A DIRECTORS ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT MR. GUYLAINE SAUCIER AS A ISSUER YES FOR FOR
DIRECTORS
PROPOSAL #1.10: ELECT MR. JAMES W. SIMPSON AS A ISSUER YES FOR FOR
DIRECTORS
PROPOSAL #1.11: ELECT MR. DANIEL L. VALOT AS A ISSUER YES FOR FOR
DIRECTORS
PROPOSAL #2.: APPOINT OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
AUDITORS OF THE COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
TICKER: PBR CUSIP: 71654V408
MEETING DATE: 10/29/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: RATIFICATION OF THE SHARE PURCHASE & ISSUER YES FOR FOR
SALE AGREEMENT , DATED AUGUST 03 2007, SIGNED BETWEEN
THE INDIRECT CONTROLLING SHAREHOLDERS OF SUZANO
PETROQUIMICA S.A., AS THE SELLERS, AND PETROBRAS, AS
THE BUYER, TOGETHER WITH THE RESPECTIVE PERTINENT
DOCUMENTS; ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
TICKER: PBR CUSIP: 71654V408
MEETING DATE: 3/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: APPROVAL OF THE INCORPORATION PROTOCOL ISSUER YES FOR FOR
AND JUSTIFICATION, DATED FEBRUARY 28, 2008, SIGNED BY
PETROBRAS, AS THE SURVIVING COMPANY, AND BY PRAMOA
PARTICIPACOES S.A., AS THE ACQUIRED COMPANY, TOGETHER
WITH THE RESPECTIVE PERTINENT DOCUMENTS, AND WITH
PRAMOA PARTICIPACOES S.A.'S INCORPORATION OPERATION
APPROVAL.
PROPOSAL #1B: APPROVAL OF THE APPOINTMENT OF A ISSUER YES FOR FOR
SPECIALIZED COMPANY TO EVALUATE AND APPROVE THE
RESPECTIVE ASSESSMENT REPORT ELABORATED FOR THE PRAMOA
PARTICIPACOES S.A. INCORPORATION OPERATION, UNDER THE
TERMS OF 1 AND 3 OF ART. 227, LAW NO. 6.404/76.
PROPOSAL #2A: APPROVAL OF THE INCORPORATION PROTOCOL ISSUER YES FOR FOR
AND JUSTIFICATION, DATED FEBRUARY 29, 2008, SIGNED BY
PETROBRAS, AS THE SURVIVING COMPANY, AND BY UPB S.A.,
AS THE ACQUIRED COMPANY, TOGETHER WITH THE RESPECTIVE
PERTINENT DOCUMENTS, AND WITH UPB S.A.'S INCORPORATION
OPERATION APPROVAL.
PROPOSAL #2B: APPROVAL OF THE APPOINTMENT OF A ISSUER YES FOR FOR
SPECIALIZED COMPANY TO EVALUATE AND APPROVE THE
RESPECTIVE ASSESSMENT REPORT ELABORATED FOR THE UPB
S.A. INCORPORATION OPERATION, UNDER THE TERMS OF 1 AND
3 OF ART. 227, LAW NO. 6.404/76.
PROPOSAL #03: SPLIT OF THE SHARES THAT REPRESENT THE ISSUER YES FOR FOR
CAPITAL STOCK.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
TICKER: PBR CUSIP: 71654V408
MEETING DATE: 4/4/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1: MANAGEMENT REPORT AND FINANCIAL ISSUER YES FOR FOR
STATEMENTS, TOGETHER WITH THE AUDIT COMMITTEE'S REPORT
FOR THE FISCAL YEAR ENDING ON DECEMBER 31, 2007.
PROPOSAL #O2: 2008 FISCAL YEAR CAPITAL BUDGET. ISSUER YES FOR FOR
PROPOSAL #O3: 2007 FISCAL YEAR RESULT APPROPRIATION. ISSUER YES FOR FOR
PROPOSAL #O4: ELECTION OF THE MEMBERS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS.
PROPOSAL #O5: ELECTION OF THE PRESIDENT OF THE BOARD ISSUER YES FOR FOR
OF DIRECTORS.
PROPOSAL #O6: ELECTION OF THE MEMBERS OF THE AUDIT ISSUER YES FOR FOR
COMMITTEE AND THEIR RESPECTIVE SUBSTITUTES.
PROPOSAL #O7: DETERMINATION OF THE MANAGERS WAGES, ISSUER YES FOR FOR
INCLUDING THEIR PROFIT PARTICIPATION, PURSUANT TO
ARTICLES 41 AND 56 OF THE ARTICLES OF INCORPORATION,
AS WELL AS THAT OF THE FULL MEMBERS OF THE AUDIT
COMMITTEE.
PROPOSAL #E1: CAPITAL STOCK INCREASE VIA THE ISSUER YES FOR FOR
INCORPORATION OF PART OF THE CAPITAL RESERVES AND OF
PROFIT RESERVES, FOR A TOTAL OF R$26,323 MILLION,
INCREASING THE CAPITAL STOCK FROM R$52,644 MILLION TO
R$78,967 MILLION, WITHOUT CHANGING THE NUMBER OF
ORDINARY AND PREFERRED SHARES, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
TICKER: PBR CUSIP: 71654V408
MEETING DATE: 6/9/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO APPROVE THE DISPOSAL OF THE CONTROL ISSUER YES FOR FOR
OF THE SUBSIDIARY OF PETROBRAS, DAPEAN PARTICIPACOES
S.A., BY MEANS OF THE MERGER INTO THIS COMPANY OF
FASCIATUS PARTICIPACOES S.A., A TRANSACTION INSERTED
IN THE SPHERE OF THE INVESTMENT AGREEMENT ENTERED INTO
AMONG PETROBRAS, PETROBRAS QUIMICA S.A. - PETROQUISA
AND UNIPAR-UNIAO DE INDUSTRIAS PETROQUIMICAS S.A., FOR
THE CREATION OF A PETROCHEMICAL COMPANY, ACCORDING TO
A MATERIAL FACT OF NOVEMBER 30, 2007.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PETROLEO BRASILEIRO SA PETROBRAS
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/29/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RATIFY THE SHARE PURCHASE AND SALE ISSUER NO N/A N/A
CONTRACT DATED 03 AUG 2007, SIGNED BETWEEN, AS
SELLERS, THE INDIRECT CONTROLLING SHAREHOLDERS OF
SUZANO PETROQUIMICA S.A. ?A PUBLICLY TRADED COMPANY
WITH ITS HEADQUARTERS AT SAO PAULO? AND, AS BUYER,
PETROBRAS, ACCOMPANIED BY THE RESPECTIVE PERTINENT
DOCUMENTS, AS WELL AS THE APPOINTMENT OF THE
SPECIALIZED COMPANY FOR THE PURPOSES OF VALUATION, IN
ACCORDANCE WITH THE TERMS OF ARTICLE 256?1? OF LAW
NUMBER 6404/76
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PETROLEO BRASILEIRO SA PETROBRAS
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPROVAL OF THE INCORPORATION PROTOCOL ISSUER NO N/A N/A
AND JUSTIFICATION, DATED 28 FEB 2008, SIGNED BY
PETROBRAS, AS THE SURVIVING COMPANY, AND BY PRAMOA
PARICIPACOES S.A., AS THE ACQUIRED COMPANY, TOGETHER
WITH THE RESPECTIVE PERTINENT DOCUMENTS AND WITH
PRAMOA PARICIPACOES S.A.'S INCORPORATION OPERATION
APPROVAL
PROPOSAL #1.2: APPROVAL OF THE APPOINTMENT OF A ISSUER NO N/A N/A
SPECIALIZED COMPANY TO EVALUATE AND APPROVE THE
RESPECTIVE ASSESSMENT REPORT ELABORATED FOR THE PRAMOA
PARTICIPACOES S.A. INCORPORATION OPERATION, UNDER THE
TERMS OF 1 AND 3 OF ARTICLE 227, LAW NO. 6.404/76
PROPOSAL #2.1: APPROVAL OF THE INCORPORATION PROTOCOL ISSUER NO N/A N/A
AND JUSTIFICATION, DATED 29 FEB 2008, SIGNED BY
PETROBRAS, AS THE SURVIVING COMPANY, AND BY UPB S.A.,
AS THE ACQUIRED COMPANY, TOGETHER WITH THE RESPECTIVE
PERTINENT DOCUMENTS, AND WITH UPB S.A.'S INCORPORATION
OPERATION APPROVAL
PROPOSAL #2.2: APPROVAL OF THE APPOINTMENT OF A ISSUER NO N/A N/A
SPECIALIZED COMPANY TO EVALUATE AND APPROVE THE
RESPECTIVE ASSESSMENT REPORT ELABORATED FOR THE UPB
S.A. INCORPORATION OPERATION, UNDER THE TERMS OF 1 AND
3 OF ARTICLE 227, LAW NO. 6.404/76
PROPOSAL #3.1: APPROVAL OF THE PROPOSAL TO SPLIT THE ISSUER NO N/A N/A
SHARES THAT REPRESENT THE JOINT STOCK BY 100%, BOTH
FOR THE SHARES TRADED AT BOVESPA, AND FOR THOSE THAT
ARE CONNECTED TO THE ADRS TRADED AT THE NEW YORK STOCK
EXCHANGE, RESULTING IN THE FREE DISTRIBUTION OF 1 NEW
SHARE OF THE SAME TYPE FOR EVERY 1 SHARE HELD ON 25
APR 2008
PROPOSAL #3.2: APPROVAL OF THE PROPOSAL TO SPLIT THE ISSUER NO N/A N/A
SHARES THAT REPRESENT THE JOINT STOCK BY 100%, BOTH
FOR THE SHARES TRADED AT BOVESPA, AND FOR THOSE THAT
ARE CONNECTED TO THE ADRS TRADED AT THE NEW YORK STOCK
EXCHANGE, RESULTING IN THE FREE DISTRIBUTION OF 1 NEW
ADR OF THE SAME TYPE FOR EVERY 1 SHARE HELD ON 25 APR
2008
PROPOSAL #3.3: APPROVAL OF THE PROPOSAL TO SPLIT THE ISSUER NO N/A N/A
SHARES THAT REPRESENT THE JOINT STOCK BY 100%, BOTH
FOR THE SHARES TRADED AT BOVESPA, AND FOR THOSE THAT
ARE CONNECTED TO THE ADRS TRADED AT THE NEW YORK STOCK
EXCHANGE, RESULTING IN THE REQUIRED CHANGES TO THE
WORDING OF ARTICLE 4 OF THE COMPANY'S ARTICLES OF
INCORPORATION; IT MUST BE HIGHLIGHTED THAT THE
RELATIONSHIP BETWEEN THE AMERICAN DEPOSITARY RECEIPTS
(ADRS) AND THE CORRESPONDING SHARES OF EACH TYPE WILL
BE MAINTAINED, REMAINING AT 2 SHARES FOR 1 ADR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PHILIPPINE LONG DISTANCE TELEPHONE CO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/10/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: CALL TO ORDER ISSUER YES FOR FOR
PROPOSAL #2.: APPROVE THE CERTIFICATION OF SERVICE OF ISSUER YES ABSTAIN AGAINST
NOTICE AND QUORUM
PROPOSAL #3.: APPROVE THE PRESIDENT'S REPORT ISSUER YES ABSTAIN AGAINST
PROPOSAL #4.: APPROVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR FOR
FOR THE FYE 31 DEC 2007 CONTAINED INTHE COMPANY'S
ANNUAL REPORT
PROPOSAL #5.A: ELECT MR. HELEN Y. DEE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.B: ELECT MR. RAY C. ESPINOSA AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.C: ELECT MR. TATSU KONO AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.D: ELECT MR. NAPOLEON L. NAZARENO AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #5.E: ELECT MR. TAKASHI OOI AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.F: ELECT MR. MANUEL V. PANGILINAN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #5.G: ELECT MR. CORAZON S. DE LA PAZ-BERNARDO ISSUER YES FOR FOR
AS A DIRECTOR
PROPOSAL #5.H: ELECT MR. ALBERT F. DEL ROSARIO AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #5.I: ELECT MR. MA. LOURDES C. RAUSA-CHAN AS ISSUER YES FOR FOR
A DIRECTOR
PROPOSAL #5.J: ELECT MR. BIENVENIDO F. NEBRES AS AN ISSUER YES FOR FOR
INDEPENDENT DIRECTOR
PROPOSAL #5.k: ELECT MR. OSCAR S. REYES AS AN ISSUER YES FOR FOR
INDEPENDENT DIRECTOR
PROPOSAL #5.L: ELECT MR. PEDRO E. ROXAS AS AN ISSUER YES FOR FOR
INDEPENDENT DIRECTOR
PROPOSAL #5.M: ELECT MR. ALFRED V. TY AS AN ISSUER YES FOR FOR
INDEPENDENT DIRECTOR
PROPOSAL #6.: OTHER BUSINESS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: POSCO, POHANG
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE APPROPRIATION OF INCOME AND ISSUER YES FOR FOR
ANNUAL DIVIDEND OF KRW 10,000 PER SHARE
PROPOSAL #2.1: ELECT MR. AHN CHUL-SU ?CHARLES? AS AN ISSUER YES FOR FOR
INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL #2.2.1: ELECT MR. SUN WOOK AS AN INDEPENDENT ISSUER YES FOR FOR
NON-EXECUTIVE DIRECTOR AND AUDIT COMMITTEE MEMBER
PROPOSAL #2.2.2: ELECT MR. PARK SANG-YONG AS AN ISSUER YES FOR FOR
INDEPENDENT NON-EXECUTIVE DIRECTOR AND AUDIT COMMITTEE
MEMBER
PROPOSAL #2.3: ELECT MR. CHOI JONG-TAE AS AN EXECUTIVE ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.: APPROVE THE REMUNERATION OF EXECUTIVE ISSUER YES FOR FOR
DIRECTORS AND INDEPENDENT NON-EXECUTIVEDIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PPR SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/9/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 2007, AS PRESENTED
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM
PRESENTED TO THE MEETING
PROPOSAL #O.3: APPROVE THE RECOMMENDATIONS OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS AND RESOLVES THAT THE INCOME FOR
THE FY BE APPROPRIATED AS FOLLOWS: EARNINGS FOR THE
FY: EUR 742,871,437.92, PRIOR RETAINED EARNINGS: EUR
1,315 ,650,744.19, BALANCE AVAILABLE FOR DISTRIBUTION:
EUR 2,058,522,182.11, LEGAL RESERVE: EUR 0.00,
DIVIDENDS: EUR 441,882,689.55, RETAINED EARNINGS EUR
1,616,639,492.56, BALANCE AVAILABLE FOR DISTRIBUTION:
EUR 2,058,522,182.11 THE SHAREHOLDERS WILL RECEIVE A
NET DIVIDEND OF EUR 3.45 PER SHARE, AND WILL ENTITLE
TO THE 40% DEDUCTION PROVIDED BY THE FRENCH TAX CODE;
THIS DIVIDEND WILL BE PAID ON 16 JUN 2008; 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, IT IS REMINDED THAT, FOR
THE LAST THREE FINANCIAL YEARS , THE DIVIDENDS PAID,
WERE AS FOLLOWS: EUR 3.00 FOR FY 2007 EUR 2.72 FOR FY
2006 EUR 2.52 FOR FY 2005
PROPOSAL #O.4: APPOINT MR. M. JEAN PIERRE DENIS AS A ISSUER YES FOR FOR
DIRECTOR, FOR A DURATION WHICH WILL EXPIRE AT THE
CONCLUSION OF THE ORDINARY SHAREHOLDERS MEETING WHICH
WILL RULE ON THE ANNUAL ACCOUNTS OF 2011
PROPOSAL #O.5: APPROVE THE AWARD TOTAL ANNUAL FEES OF ISSUER YES FOR FOR
EUR 6 10,000.00 TO THE DIRECTORS
PROPOSAL #O.6: APPROVE TO RENEW THE APPOINTMENT OF ISSUER YES FOR FOR
CABINET DELOITTE ET ASSOCIES AS THE STATUTORY AUDITOR
FOR A 6 YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF ISSUER YES FOR FOR
CABINET BEAS AS SUPPLYING AS THE STATUTORY AUDITOR FOR
A 6 Y EAR PERIOD
PROPOSAL #O.8: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER YES AGAINST AGAINST
BACK THE COMPANY'S SHARES ON THE OPENMARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 175.00 MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10% OF THE SHARE CAPITAL MAXIMUM FUNDS
INVESTED IN THE SHARE BUYBACKS: EUR 2,241,433,775.00,
?AUTHORITY EXPIRES AFTER 18 MONTH PERIOD?; 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 14 MAY 2007
PROPOSAL #E.9: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE CAPITAL, ON ONE OR MORE OCCASIONS, IN
FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
50,000,000.00 BY ISSUANCE, WITH PREFERRED SUBSCRIPTION
RIGHTS MAINTAINED, OF SHARES, BONDS AND OR
SECURITIES; THE MAXIMUM NOMINAL AMOUNT OF DEBT
SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED EUR
1,250,000,000.00, ?AUTHORITY EXPIRES AFTER 18 MONTH
PERIOD?; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL
VALUE SET FORTH IN RESOLUTION 13; APPROVE TO CANCEL
THE SHAREHOLDERS PREFERENTIAL SUBSCRIPT ION RIGHTS IN
FAVOUR OF CREDIT INSTITUTIONS AND OR COMPANIES
GOVERNED BY THE FRENC INSURANCE LAW BOOK OR ITS
EQUIVALENT ABROAD; 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
PROPOSAL #E.10: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PROMISE CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF RETAINED EARNINGS ISSUER YES FOR FOR
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: APPOINT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR FOR
AND CORPORATE AUDITORS
PROPOSAL #5: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR FOR
FOR DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PRUDENTIAL PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND CONSIDER THE DIRECTORS ISSUER YES FOR FOR
REPORT AND FINANCIAL STATEMENTS FOR THE YE 31 DEC 2007
WITH THE AUDITOR'S REPORT THEREON
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE YE 31 DEC 2007
PROPOSAL #3.: RE-ELECT MR. K. B. DADISETH AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: RE-ELECT MS. K. A. O DONOVAN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #5.: RE-ELECT MR. J.H. ROSS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.: RE-ELECT LORD TURNBULL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: ELECT SIR W. F. W. BISCHOFF AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8.: ELECT MS. A.F. GODBEHERE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9.: ELECT MR. T .C. THIAM AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR FOR
AUDITOR UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING AT WHICH THE COMPANY'S ACCOUNTS ARE LAID
PROPOSAL #11.: AUTHORIZE THE DIRECTORS TO DETERMINE ISSUER YES FOR FOR
THE AMOUNT OF THE AUDITOR'S REMUNERATION
PROPOSAL #12.: DECLARE A FINAL DIVIDEND OF 12.3 PENCE ISSUER YES FOR FOR
PER ORDINARY SHARE OF THE COMPANY FOR THE YE 31 DEC
2007, WHICH SHALL BE PAYABLE ON 20 MAY 2008 TO
SHAREHOLDERS WHO ARE ON THE REGISTER OF MEMBERS AT THE
CLOSE OF BUSINESS ON 11 APR 2008
PROPOSAL #13.: APPROVE THE NEW REMUNERATION ISSUER YES FOR FOR
ARRANGEMENTS FOR THE CHIEF EXECUTIVE OF M&G INCLUDING
A NEW LONG-TERM INCENTIVE PLAN ?THE M&G EXECUTIVE
LONG-TERM INCENTIVE PLAN?, AS SPECIFIED AND THE CHIEF
EXECUTIVE OF M&G PARTICIPATION IN THE M&G EXECUTIVE
LONG-TERM INCENTIVE PLAN, AS SPECIFIED AND AUTHORIZE
THE DIRECTORS, TO DO ALL ACTS AND THINGS WHICH THEY
MAY CONSIDER NECESSARY OR EXPEDIENT TO IMPLEMENT THE
ARRANGEMENTS AND TO CARRY THE M&G EXECUTIVE LONG-TERM
INCENTIVE PLAN INTO EFFECT INCLUDING THE MAKING OF ANY
AMENDMENTS TO THE RULES AS THEY MAY CONSIDER
NECESSARY OR DESIRABLE
PROPOSAL #14.: APPOVE TO RENEW, THE AUTHORITY TO ALLOT ISSUER YES FOR FOR
ORDINARY SHARES, WITHOUT PREJUDICE TOANY AUTHORITY
CONFERRED ON THE DIRECTORS BY OR PURSUANT TO ARTICLE
12 OF THE COMPANY'S ARTICLES OF ASSOCIATION TO ALLOT
RELEVANT SECURITIES ?SECTION 80 OF THE COMPANIES ACT
1985?; ?AUTHORITY EXPIRES AT THE END OF THE NEXT AGM?
AND FOR THAT PERIOD THE SECTION 80 AMOUNT IN RESPECT
OF THE COMPANY'S ORDINARY SHARES SHALL BE GBP
41,150,000
PROPOSAL #S.15: AUTHORIZE THE DIRECTORS, CONDITIONAL ISSUER YES FOR FOR
UPON THE PASSING OF RESOLUTION 14, TO ALLOT EQUITY
SECURITIES ?SECTION 94 OF THE COMPANIES ACT 1985? FOR
CASH PURSUANT TO THE AUTHORITY CONFERRED ON THE
DIRECTORS BY ARTICLE 13 OF THE COMPANY'S ARTICLES OF
ASSOCIATION AND FOR THIS PURPOSE ALLOTMENT OF EQUITY
SECURITIES SHALL INCLUDE A SALE OF RELEVANT SHARES AS
PROVIDED IN SECTION 94(3A) OF THAT ACT AS IF SECTION
89(1) OF THE ACT DID NOT APPLY, TO SUCH ALLOTMENT
PROVIDED THAT THE MAXIMUM AGGREGATE NOMINAL AMOUNT OF
EQUITY SECURITIES THAT MAY BE ALLOTTED OR SOLD
PURSUANT TO THE AUTHORITY UNDER ARTICLE 13(B) IS GBP
6,175,000; AND ?AUTHORITY EXPIRES AT THE END OF THE
NEXT AGM OF THE COMPANY?
PROPOSAL #S.16: AUTHORIZE THE COMPANY, PURSUANT TO ISSUER YES FOR FOR
ARTICLE 58 OF THE COMPANY'S ARTICLES OF ASSOCIATION
AND IN ACCORDANCE WITH SECTION 166 OF THE COMPANIES
ACT 1985, TO MAKE MARKET PURCHASES ?SECTION 163(3) OF
THE COMPANIES ACT? OF UP TO 247 MILLION ORDINARY
SHARES OF 5 PENCE EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE ?EXCLUSIVE OF EXPENSES? OF 5 PENCE
AND EQUAL TO 105% OF THE AVERAGE OF THE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSINESS
DAYS PRECEDING THE DATE OF PURCHASE; ?AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY TO
BE HELD IN 2009 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?
PROPOSAL #S.17: ADOPT THE NEW ARTICLES OF ASSOCIATION, ISSUER YES FOR FOR
AS SPECIFIED, AS THE ARTICLES OF ASSOCIATION ARTICLES
OF THE COMPANY IN SUBSTITUTION FOR, AND THE EXCLUSION
OF, THE EXISTING ARTICLES OF ASSOCIATION OF THE
PROPOSAL #S.18: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR FOR
THE COMPANY IN RESPECT OF DIRECTORS QUALIFICATION
SHARES BY THE DELETION OF THE REFERENCE TO TWO
MONTHS AND BE REPLACED WITH A REFERENCE TO ONE YEAR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PTT PUB CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/13/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO CERTIFY THE MINUTES OF THE ISSUER YES FOR N/A
2007 AGM
PROPOSAL #2.: APPROVE THE ACQUISITION OF SHARES IN ISSUER YES FOR N/A
AROMATICS ?THAILAND? PUBLIC CO. LTD. ?AROMATICS? AND
RAYONG REFINERY PUBLIC CO. LTD. ?RAYONG? FROM
SHAREHOLDERS WHO OBJECT THE AMALGAMATION BETWEEN
AROMATICS AND RAYONG
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PTT PUBLIC COMPANY LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE MINUTES OF THE EGM OF ISSUER YES FOR FOR
SHAREHOLDERS NO.1/2007 HELD ON 13 SEP 2007
PROPOSAL #2.: APPROVE THE PTT'S 2007 OPERATING RESULTS ISSUER YES FOR FOR
AND THE AUDITED BALANCE SHEET AND THE INCOME
STATEMENTS FOR THE YE 31 DEC 2007
PROPOSAL #3.: APPROVE THE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
PAYMENT OF FINAL DIVIDEND OF THB 6.50 PER SHARE
PROPOSAL #4.1: RE-ELECT DR. AMPON KITTIAMPON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #4.2: ELECT DR. SUCHART THADA-THAMRONGVECH AS ISSUER YES FOR FOR
A DIRECTOR
PROPOSAL #4.3: ELECT DR. NARIS CHAIYASOOT AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.4: ELECT MR. CHULAYUTH HIRUNYAVASIT AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #4.5: ELECT MR. NONTIGORN KANCHANACHITRA AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #5.: APPROVE TO DETERMINE THE REMUNERATION ISSUER YES FOR FOR
FOR PTT'S BOARD OF DIRECTORS FOR THE YEAR 2008
PROPOSAL #6.: APPOINT THE AUDITOR AND APPROVE TO ISSUER YES FOR FOR
DETERMINE ITS REMUNERATION FOR THE YEAR 2008
PROPOSAL #7.: ACKNOWLEDGE THE COMPANY'S COMPLIANCE ISSUER YES FOR FOR
WITH THE JUDGMENT OF THE SUPREME ADMINISTRATIVE COURT
IN A CASE RELATING TO PETITION REQUESTING FOR
REVOCATION OF THE ROYAL DECRESS RELATING TO THE
CORPORATIZATION OF PETROLEUM AUTHORITY OF THAILAND TO
BE PTT PLC.
PROPOSAL #8.: OTHER BUSINESS ?IF ANY? ISSUER YES AGAINST AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PUBLIC POWER CORP OF GREECE
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ACCOUNTING STATEMENT OF THE ISSUER NO N/A N/A
RES BRANCH AND THE DRAFT AGREEMENT CONCERNING THE
SEPARATION ?SPIN-OFF? OF THE RES BRANCH
PROPOSAL #2.: APPROVE THE RECOMMENDATIONS OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS REGARDING THE AUTHORIZATION OF AN
EXECTUTIVE OF THE COMPANY TO SIGN THE NOTARIAL DEED
CONCERNING THE SPIN OFF OF THE RES BRANCH
PROPOSAL #3.: AMEND THE ARTICLES 1 AND 32 OF THE ISSUER NO N/A N/A
STATUTE AND ITS CODIFICATION
PROPOSAL #4.: APPROVE THE RESULTS OF THE CALL FOR ISSUER NO N/A N/A
TENDERS CONCERNING THE DIRECTORS AND THE OFFICERS
LIABILITY INSURANCE
PROPOSAL #5.: VARIOUS ANNOUNCEMENTS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PUBLIC POWER CORP OF GREECE
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/29/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ACCOUNTING STATEMENT OF THE ISSUER NO N/A N/A
RES BRANCH AND THE DRAFT AGREEMENT CONCERNING THE
SEPARATION ?SPIN-OFF? OF THE RES BRANCH
PROPOSAL #2.: AUTHORIZE AN EXECUTIVE OF THE COMPANY TO ISSUER NO N/A N/A
SIGN THE NOTARIAL DEED CONCERNING THE SPIN OFF OF THE
RES BRANCH
PROPOSAL #3.: AMEND ARTICLES 1 AND 32 OF THE ARTICLES ISSUER NO N/A N/A
OF INCORPORATION AND APPROVE THE CODIFICATION OF THE
ARTICLES OF INCORPORATION
PROPOSAL #4.: APPROVE THE RESULTS OF THE CALL FOR ISSUER NO N/A N/A
TENDERS CONCERNING THE DIRECTORS AND THE OFFICERS
LIABILITY INSURANCE
PROPOSAL #5.: VARIOUS ANNOUNCEMENTS AND ISSUES ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RECKITT BENCKISER GROUP PLC, SLOUGH
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/1/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE 2007 REPORT AND FINANCIAL ISSUER YES FOR FOR
STATEMENTS
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #4.: RE-ELECT MR. ADRIAN BELLAMY ?MEMBER OF ISSUER YES ABSTAIN AGAINST
THE REMUNERATION COMMITTEES?
PROPOSAL #5.: RE-ELECT MR. GRAHAM MACKAY ?MEMBER OF ISSUER YES FOR FOR
THE REMUNERATION COMMITTEES?
PROPOSAL #6.: RE-ELECT MR. BART BECHT ISSUER YES FOR FOR
PROPOSAL #7.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
THE AUDITORS
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR FOR
AUDITORS THE REMUNERATION
PROPOSAL #9.: APPROVE TO RENEW THE AUTHORITY TO ALLOT ISSUER YES FOR FOR
SHARES
PROPOSAL #S.10: APPROVE TO RENEW THE POWER TO DISAPPLY ISSUER YES FOR FOR
PRE-EMPTION RIGHTS
PROPOSAL #S.11: APPROVE TO RENEW THE AUTHORITY TO ISSUER YES FOR FOR
PURCHASE OWN SHARES
PROPOSAL #S.12: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
PROPOSAL #13.: APPROVE THE ELECTRONIC COMMUNICATIONS ISSUER YES FOR FOR
WITH SHAREHOLDERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RECKITT BENCKISER PLC, SLOUGH BERKSHIRE
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/4/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES FOR N/A
TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY
OR APPROPRIATE FOR CARRYING INTO EFFECT THE SCHEME OF
ARRANGEMENT DATED 11 SEP 2007, BETWEEN THE COMPANY
AND THE HOLDERS OF THE COMPANY'S ORDINARY SHARES
EXPRESSED TO BE SUBJECT TO THAT SCHEME OF ARRANGEMENT,
IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY
MODIFICATION, ADDITION OR CONDITION APPROVED OR
IMPOSED BY THE COURT ?THE SCHEME?; AND APPROVE, FOR
THE PURPOSE OF GIVING EFFECT TO THE SCHEME, TO REDUCE
THE CAPITAL OF THE COMPANY BY CANCELING AND
EXTINGUISHING THE ORDINARY SHARES IN THE COMPANY
SUBJECT TO THE SCHEME ?THE SCHEME ORDINARY SHARES?;
AND APPROVE, FORTHWITH AND CONTINGENTLY UPON THE SAID
REDUCTION OF CAPITAL TAKING EFFECT: TO INCREASE THE
AUTHORIZED SHARE CAPITAL OF THE COMPANY TO ITS FORMER
AMOUNT BY THE CREATION OF THE SAME NUMBER OF NEW
ORDINARY SHARES IN THE COMPANY ?THE NEW RECKITT
BENCKISER ORDINARY SHARE? AS IS EQUAL TO THE NUMBER OF
SCHEME ORDINARY SHARES CANCELLED PURSUANT TO THIS
RESOLUTION ?AS SPECIFIED? BEING EQUAL IN THEIR
AGGREGATE NOMINAL AMOUNT TO THE AGGREGATE NOMINAL
AMOUNT OF THE SCHEME ORDINARY SHARES CANCELLED
PURSUANT TO THIS RESOLUTION ?AS SPECIFIED?; THE
COMPANY SHALL APPLY THE CREDIT ARISING IN ITS BOOKS OF
ACCOUNT AS A RESULT OF SUCH REDUCTION OF CAPITAL IN
PAYING UP, IN FULL AT PAR, THE NEW SHARES CREATED
PURSUANT TO THIS RESOLUTION ?AS SPECIFIED? AND SHALL
ALLOT AND ISSUE THE SAME, CREDITED AS FULLY PAID, TO
RECKITT BENCKISER GROUP PLC AND/OR ITS NOMINEE OR
NOMINEES; AND AUTHORIZE THE DIRECTORS OF THE COMPANY,
FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES ACT
1985, TO ALLOT NEW RECKITT BENCKISER ORDINARY SHARES
?AS SPECIFIED?; PROVIDED THAT: THE MAXIMUM NUMBER OF
SHARES WHICH MAY BE ALLOTTED HEREUNDER IS THE NUMBER
?NOT EXCEEDING 945,500,000? NECESSARY TO EFFECT SUCH
ALLOTMENTS; ?AUTHORITY EXPIRES ON 31 MAR 2008?; AND
THIS AUTHORITY SHALL BE IN ADDITION TO ANY SUBSISTING
AUTHORITY CONFERRED ON THE DIRECTORS OF THE COMPANY
PURSUANT TO THE SAID SECTION 80; AND AMEND THE
ARTICLES OF ASSOCIATION OF THE COMPANY BY THE ADOPTION
AND INCLUSION OF THE NEW ARTICLE 145 AS SPECIFIED;
APPROVE THE REDUCTION OF CAPITA OF RECKITT BENCKISER
GROUP PLC APPROVED AT AN EGM OF RECKITT BENCKISER
PROPOSAL #S.2: APPROVE TO REDUCE THE CAPITAL OF THE ISSUER YES FOR N/A
COMPANY BY CANCELLING AND EXTINGUISHING ALL THE 5%
CUMULATIVE PREFERENCE SHARES OF GBP 1 EACH ?THE
RECKITT BENCKISER PREFERENCE SHARES? IN THE CAPITAL OF
THE COMPANY, IN CONSIDERATION FOR WHICH THERE SHALL
BE REPAID TO THE HOLDERS OF SUCH RECKITT BENCKISER
PREFERENCE SHARES, WHOSE NAMES APPEAR ON THE REGISTER
OF THE MEMBERS AS SUCH AT THE CLOSE OF BUSINESS ON THE
DAY PRECEDING THE EFFECTIVE DATE OF THE SAID
REDUCTION OF CAPITAL, THE NOMINAL VALUE OF SUCH
RECKITT BENCEKISER PREFERENCE SHARES TOGETHER WITH AN
AMOUNT EQUAL TO ANY ARREARS OR DEFICIENCY OF THE FIXED
DIVIDEND THEREON
PROPOSAL #S.3: APPROVE TO CANCEL THE SHARE PREMIUM ISSUER YES FOR N/A
ACCOUNT OF THE COMPANY
PROPOSAL #S.4: APPROVE TO CANCEL THE CAPITAL ISSUER YES FOR N/A
REDEMPTION RESERVE OF THE COMPANY
PROPOSAL #5.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
THE RESOLUTION S.1 BEING APPROVED, THE OPERATION BY
RECKITT BENCKISER GROUP PLC OF THE RECKITT BENCKISER
GROUP 2007 SENIOR EXECUTIVE SHARE OWNERSHIP POLICY
PLAN, AS SPECIFIED
PROPOSAL #6.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
THE RESOLUTION S.1 BEING APPROVED, THE OPERATION BY
RECKITT BENCKISER GROUP PLC OF THE RECKITT BENCKISER
GROUP 2007 SAVINGS RELATED SHARE OPTION PLAN, AS
SPECIFIED
PROPOSAL #7.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
THE RESOLUTION S.1 BEING APPROVED, THE OPERATION BY
RECKITT BENCKISER GROUP PLC OF THE RECKITT BENCKISER
GROUP 2007 GLOBAL STOCK PROFIT PLAN, AS SPECIFIED
PROPOSAL #8.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
THE RESOLUTION S.1 BEING APPROVED, THE OPERATION BY
RECKITT BENCKISER GROUP PLC OF THE RECKITT BENCKISER
GROUP 2007 US SAVINGS-RELATED SHARE OPTION PLAN, AS
SPECIFIED
PROPOSAL #9.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES AGAINST N/A
THE RESOLUTION S.1 BEING APPROVED, THE OPERATION BY
RECKITT BENCKISER GROUP PLC OF THE RECKITT BENCKISER
GROUP 2007 LONG TERM INCENTIVE PLAN, AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RECKITT BENCKISER PLC, SLOUGH BERKSHIRE
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/4/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE SCHEME OF ARRANGEMENT TO BE ISSUER YES FOR N/A
MADE BETWEEN THE COMPANY AND THE SCHEME ORDINARY
SHAREHOLDERS EXPRESSED TO BE SUBJECT TO THAT SCHEME OF
ARRANGEMENT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RENAULT SA, BOULOGNE BILLANCOURT
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE CONSOLIDATED FINANCIAL ISSUER YES FOR FOR
STATEMENTS AND STATUTORY REPORTS
PROPOSAL #O.2: APPROVE THE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #O.3: APPROVE THE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF EUR 3.80 PER SHARE
PROPOSAL #O.4: APPROVE THE SPECIAL AUDITORS REPORT ISSUER YES FOR FOR
REGARDING RELATED-PARTY TRANSACTIONS
PROPOSAL #O.5: RE-ELECT MR. CATHERINE BRECHIGNAC AS A ISSUER YES AGAINST AGAINST
DIRECTOR
PROPOSAL #O.6: RE-ELECT MR. CHARLES DE CROISSET AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #O.7: RE-ELECT MR. JEAN-PIERRE GARNIER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #O.8: APPOINT ERNST YOUNG AUDIT AS THE ISSUER YES FOR FOR
AUDITOR AND GABRIEL GALET AS THE DEPUTY AUDITOR
PROPOSAL #O.9: APPOINT DELOITTE ASSOCIES AS THE ISSUER YES FOR FOR
AUDITOR AND BEAS AS THE DEPUTY AUDITOR
PROPOSAL #O.10: APPROVE THE AUDITOR'S REPORT ISSUER YES FOR FOR
PROPOSAL #O.11: AUTHORIZE THE REPURCHASE OF UP TO 10% ISSUER YES AGAINST AGAINST
OF ISSUED SHARE CAPITAL
PROPOSAL #E.12: APPROVE THE REDUCTION IN SHARE CAPITAL ISSUER YES FOR FOR
VIA CANCELLATION OF REPURCHASED SHARES
PROPOSAL #E.13: APPROVE THE STOCK OPTION PLANS GRANTS ISSUER YES AGAINST AGAINST
PROPOSAL #E.14: APPROVE THE EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR
PLAN
PROPOSAL #E.15: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
REGARDING LENGTH OF TERM FOR THE DIRECTORS
PROPOSAL #E.16: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
REGARDING ATTENDANCE TO GENERAL MEETINGS THROUGH
VIDEOCONFERENCE AND TELECOMMUNICATION
PROPOSAL #E.17: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES AGAINST AGAINST
REGARDING AGE LIMITS FOR THE DIRECTORS
PROPOSAL #O.18: ELECT MR. THIERRY DESMARET AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #O.19: AUTHORIZE THE FILING OF REQUIRED ISSUER YES FOR FOR
DOCUMENTS/OTHER FORMALITIES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: REPSOL YPF S A
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL ACCOUNTS, MANAGEMENT ISSUER YES FOR FOR
REPORT AND APPLICATION OF EARNINGS, ALL FOR THE YE 31
DEC 2007
PROPOSAL #2.: APPROVE THE MODIFICATION OF ARTICLE 49 ISSUER YES FOR FOR
OF BY LAWS
PROPOSAL #3.1: ELECT MR. ISIDRE FAINE CASAS AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.2: ELECT MR. JUAN MARIA NIN GENOVA AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #4.: APPOINT THE ACCOUNTS AUDITORS ISSUER YES FOR FOR
PROPOSAL #5.: AUTHORIZE THE BOARD FOR THE ACQUISITION ISSUER YES FOR FOR
OF OWN SHARES, OVERRULING THE AGREEMENT REACHED IN THE
GM OF 09 MAY 2007
PROPOSAL #6.: AUTHORIZE THE BOARD OT RATIFY AND ISSUER YES FOR FOR
EXECUTE APPROVED RESOLUTIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROCHE HLDG LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/4/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVAL OF THE ANNUAL REPORT ?INCLUDING ISSUER NO N/A N/A
THE REMUNERATION REPORT?, FINANCIAL STATEMENTS AND
CONSOLIDATED FINANCIAL STATEMENTS FOR 2007
PROPOSAL #2.: RATIFICATION OF THE BOARD OF DIRECTORS ISSUER NO N/A N/A
ACTIONS
PROPOSAL #3.: VOTE ON THE APPROPRIATION OF AVAILABLE ISSUER NO N/A N/A
EARNINGS
PROPOSAL #4.: AMENDMENT OF THE ARTICLES OF ISSUER NO N/A N/A
INCORPORATION
PROPOSAL #5.1: RE-ELECTION OF PROF. BRUNO GEHRIG TO ISSUER NO N/A N/A
THE BOARD, AS PROVIDED BY THE ARTICLES OF INCORPORATION
PROPOSAL #5.2: RE-ELECTION OF MR. LODEWIJK J.R. DE ISSUER NO N/A N/A
VINK TO THE BOARD, AS PROVIDED BY THE ARTICLES OF
INCORPORATION
PROPOSAL #5.3: RE-ELECTION OF MR. WALTER FREY TO THE ISSUER NO N/A N/A
BOARD, AS PROVIDED BY THE ARTICLES OF INCORPORATION
PROPOSAL #5.4: RE-ELECTION OF DR. ANDREAS OERI TO THE ISSUER NO N/A N/A
BOARD, AS PROVIDED BY THE ARTICLES OF INCORPORATION
PROPOSAL #6.: ELECTION OF THE STATUTORY AND THE GROUP ISSUER NO N/A N/A
AUDITORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROYAL & SUN ALLIANCE INSURANCE GROUP PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/19/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE COMPANY'S ANNUAL REPORT AND ISSUER YES FOR FOR
ACCOUNTS FOR THE FYE 31 DEC 2007 TOGETHER WITH THE
REPORTS OF THE DIRECTORS AND THE AUDITORS
PROPOSAL #2.: APPROVE THE PAYMENT OF A FINAL DIVIDEND ISSUER YES FOR FOR
OF 4.53 PENCE PER ORDINARY SHARE FOR THE YE 31 DEC
2007 ON 06 JUN 2008 TO SHAREHOLDERS WHOSE NAMES WERE
ON THE REGISTER AT THE CLOSE OF BUSINESS ON 07 MAR 2008
PROPOSAL #3.: RE-APPOINT DELOITTE & TOUCH LLP AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE
NEXT GENERAL MEETING OF THE COMPANY
PROPOSAL #4.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS
PROPOSAL #5.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT CONTAINED IN THE ANNUAL REPORT ANDACCOUNTS FOR
THE FYE 31 DEC 2007
PROPOSAL #S.6: APPROVE THE NAME OF THE COMPANY CHANGED ISSUER YES FOR FOR
TO RSA INSURANCE GROUP PLC
PROPOSAL #S.7: ADOPT THE NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
OF THE COMPANY IN SUBSTITUTION FOR, ANDTO THE
EXCLUSION OF THE EXISTING ARTICLES OF ASSOCIATION
PROPOSAL #8.: AUTHORIZE THE COMPANY IN ACCORDANCE WITH ISSUER YES FOR FOR
SECTION 366 AND 367 OF THE COMPANIESACT 2006, THE
COMPANY AND ALL COMPANIES THAT ARE SUBSIDIARIES AT ANY
TIME DURING THE PERIOD FOR WHICH THIS RESOLUTION IS
EFFECTIVE TO: A) MAKE POLITICAL DONATIONS TO POLITICAL
ORGANIZATIONS OTHER INDEPENDENT ELECTION CANDIDATES
NOT EXCEEDING GBP 1000,000 IN TOTAL; B) MAKE POLITICAL
DONATIONS TO POLITICAL ORGANIZATIONS OTHER THAN
POLITICAL PARTIES, NOT EXCEEDING GBP 100,000 IN TOTAL;
AND C) INCUR POLITICAL EXPENDITURE NOT EXCEEDING GBP
100,000 IN TOTAL; ?AS SUCH TERMS ARE DEFINED IN 363 TO
365 OF THE COMPANIES ACT 2006? PROVIDED THAT THE
AGGREGATE AMOUNT OF ANY SUCH DONATIONS AND
EXPENDITURES SHALL NOT EXCEED GBP 100,000 DURING THE
PERIOD BEGINNING WITH THE DATE OF PASSING THIS
RESOLUTION; ?AUTHORITY EXPIRES THE EARLIER AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR ON 18 AUG
2009?
PROPOSAL #9.: APPROVE TO INCREASE THE AUTHORIZED ISSUER YES FOR FOR
ORDINARY SHARE CAPITAL OF THE COMPANY FROMGBP
1,079,000,000 TO GBP 168,750,000 BY THE CREATION OF
326,363,636 ORDINARY SHARES OF 27.5 PENCE EACH RANKING
PARI PASSU IN ALL RESPECTS WITH THE EXISTING ORDINARY
SHARES OF 27.5 PENCE EACH IN THE CAPITAL OF THE
COMPANY; AS AT 14 MAR 2008, THE COMPANY HAD
668,671,608 ORDINARY SHARES OF 27.5 PENCE EACH IN ITS
AUTHORIZED 995,035,244UNISSUED SHARE CAPITAL ?BASED ON
THE ISSUED SHARE CAPITAL AS AT 14 MAR 2008?, IN ORDER
TO PROVIDE YOUR DIRECTORS WITH FLEXIBILITY IN THE
FUTURE IN ORDER TO ISSUE SHARES ?SUBJECT ALWAYS TO
YOUR DIRECTORS AUTHORITY TO ALLOT? YOUR DIRECTORS ARE
PROPOSING THAT THE COMPANY'S AUTHORIZED SHARE BE
INCREASED FROM GBP 1,079,000,000 TO GBP 168,750,000 BY
THE CREATION OF AN ADDITIONAL 326,363,636 ORDINARY
SHARES OF 27.5 PENCE EACH, THIS REPRESENTS A 8.3%
INCREASE IN THE AUTHORIZED SHARE CAPITAL OF THE
COMPANY'S ORDINARY SHARES
PROPOSAL #10.: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR FOR
SUBSTITUTION FOR ANY EXISTING AUTHORITY AND FOR THE
PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985, TO
ALLOT RELEVANT SECURITIES ?SECTION 80 OF THE COMPANIES
ACT 1985? UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
358,884,692; ?AUTHORITY EXPIRES THE EARLIER AT THE
CONCLUSION OF THE AGM OF THE COMPANY NEXT YEAR OR ON
18 AUG 2009?; 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 OF THE ISSUER YES FOR FOR
COMPANY, IN SUBSTITUTION FOR ANY EXISTING AUTHORITY,
SUBJECT TO THE PASSING OF RESOLUTION 10, TO ALLOT
EQUITY SECURITIES ?SECTION 94(2) OF THE COMPANIES ACT
1985? FOR CASH, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS ?SECTION 89(1)? OF THE COMPANIES ACT 1985,
PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT
OF EQUITY SECURITIES: AS DECIDED BY THE DIRECTORS: I)
TO THE HOLDERS OF ORDINARY SHARES OF COMPANY IN
PROPORTION ?AS NEARLY AS PRACTICABLE? TO THEIR
EXISTING HOLDINGS AS SHOWN ON THE REGISTER OF MEMBERS
ON ANY DATE SELECTED BY THE DIRECTORS; AND II) TO THE
HOLDERS OF OTHER EQUITY SECURITIES, IF THIS IS
REQUIRED BY THE RIGHTS ATTACHED TO THOSE SECURITIES,
OR IF THE DIRECTORS DECIDE IT IS APPROPRIATE, AS
PERMITTED BY THE RIGHTS ATTACHED TO THOSE SECURITIES;
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 44,755,765
WHICH REPRESENTS 5% OF THE ISSUED ORDINARY SHARE
CAPITAL ?SUBJECT TO A CUMULATIVE LIMIT OF 7.5% OVER A
3 YEAR ROLLING PERIOD? ON 14 MAR 2008; ?AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR ON 18 AUG 2009?; AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.12: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR FOR
PURCHASES ?SECTION 163 OF THE COMPANIES ACT 1985? OF
UP TO 325,496,475 ORDINARY SHARES, AT A MINIMUM PRICE
OF NOT LESS THAN MINIMUM VALUE ?CURRENTLY 27.5P? FOR
EACH ORDINARY SHARES PURCHASED AND UP TO 5% OF THE
AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS ON WHICH THE
COMPANY AGREES TO BUY THE SHARES, AND THE PRICE
STIPULATED BY ARTICLE 5(1) OF THE BUY-BACK AND
STABILIZATION REGULATION ?EC NO. 2273/2003?;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR 18 AUG 2009?; 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: ROYAL BANK OF CANADA, TORONTO ON
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. W.G. BEATTIE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT MR. D.T. ELIX AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT MR. J. T. FERGUSON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT MR. P. GAUTHIER AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT MR. T.J. HEARN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT MR. A.D. LABERGE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT MR. J. LAMARRE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT MR. B.C. LOUIE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT MR. M.H. MCCAIN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT MR. G.M. NIXON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT MR. D.P. O BRIEN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT MR. J.P. REINHARD AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT MR. E. SONSHINE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.14: ELECT MR. K.P. TAYLOR AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.15: ELECT MR. V.L. YOUNG AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.: APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR FOR
AUDITOR
PROPOSAL #3.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE DIRECTOR NOMINEE CRITERIA
PROPOSAL #4.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO REVIEW THE DISCLOSURE OF
EXECUTIVE COMPENSATION PROGRAMS
PROPOSAL #5.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE SHIFT EXECUTIVECOMPENSATION TO
CHARITABLE FUNDS
PROPOSAL #6.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO MAKE RESIGNATIONUNCONDITIONAL IN
THE EVENT A DIRECTOR FAILS TO RECEIVE A MAJORITY OF
VOTES FOR 7
PROPOSAL #7.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO INCREASE THE DIVIDENDS FOR
LONGER-TERM SHAREHOLDERS
PROPOSAL #8.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO LIMIT THE VOTINGRIGHTS FOR
SHORTER-TERM SHAREHOLDERS
PROPOSAL #9.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO PROVIDE THE PAYMENT INTO EMPLOYEE
PENSION FUND IN THE EVENT OF A MERGER
PROPOSAL #10.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES ABSTAIN AGAINST
PROPOSAL: APPROVE TO INCREASE THE NUMBER OF WOMEN
DIRECTORS
PROPOSAL #11.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO DISCLOSE RATIO BETWEEN SENIOR
EXECUTIVE AND AVERAGE EMPLOYEE COMPENSATION
PROPOSAL #12.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO OBTAIN SHAREHOLDER PRE-APPROVAL
FOR EXECUTIVE COMPENSATION POLICY AND DIRECTORS FEES
PROPOSAL #13.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO RESTRICT EXECUTIVES AND
DIRECTORS EXERCISE OF OPTIONS
PROPOSAL #14.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO DISCLOSE THE PARTICIPATION IN
HEDGE FUNDS
PROPOSAL #15.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE ADVISORY TO VOTE TO RATIFY
NAMED EXECUTIVE OFFICERS COMPENSATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROYAL BANK OF SCOTLAND GROUP PLC, EDINBURGH
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/10/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE: THE ACQUISITION BY THE RBS ISSUER YES FOR N/A
GROUP OF THE ABN AMRO BUSINESSES ?AS SPECIFIED?
THROUGH RFS HOLDINGS B.V. ? RFS HOLDINGS ? MAKING A
PUBLIC OFFER OR OFFERS FOR ?OR OTHERWISE ACQUIRING?
SHARES IN THE CAPITAL OF ABN AMRO HOLDING -N.V. ? ABN
AMRO ? ON THE TERMS AND SUBJECT TO THE CONDITIONS OF
THE OFFERS SET OUT IN THE OFFER DOCUMENTS PUBLISHED BY
RFS HOLDINGS ON 20 JUL 2007 ?THE OFFER DOCUMENTS ?
OR THROUGH RFS HOLDINGS MAKING ANY REVISED OR NEW
OFFER OR OFFERS FOR ABN AMRO OR ENTERING INTO OTHER
AGREEMENTS TO ACQUIRE SHARES IN ABN AMRO, PROVIDED,
THAT THE TERMS OF ANY SUCH REVISED OR NEW OFFER OR
OFFERS OR OTHER AGREEMENTS DO NOT RESULT IN
CONSIDERATION BEING OFFERED WHICH IS MATERIALLY HIGHER
THAN THE CONSIDERATION OFFERED UNDER THE OFFERS SET
OUT IN THE OFFER DOCUMENTS ?THE OFFERS SET OUT IN THE
OFFER DOCUMENTS AND/OR ANY SUCH REVISED OR NEW OFFER
OR OFFERS BEING THE OFFERS ?; TO AUTHORIZE THE
DIRECTORS ?OR A COMMITTEE OF THE DIRECTORS?, TO AGREE
,WITH FORTIS AND SANTANDER ANY WAIVERS, EXTENSIONS,
NON-MATERIAL AMENDMENTS OR VARIATIONS TO THE TERMS AND
CONDITIONS OF THE OFFERS OR SUCH OTHER AGREEMENTS AND
TO EXECUTE SUCH DOCUMENTS AND DO ALL CONDITIONS OF
THE OFFERS OR SUCH AGREEMENTS AND TO EXECUTE SUCH
DOCUMENTS AND DO ALL SUCH THINGS AS THEY MAY CONSIDER
TO BE NECESSARY OR DESIRABLE TO IMPLEMENT AND GIVE
EFFECT TO THE OFFERS OR ANY MATTERS INCIDENTAL
THERETO; THAT, SUBJECT TO, AND IMMEDIATELY UPON RFS
HOLDINGS ANNOUNCING THAT ALL THE CONDITIONS TO THE
OFFERS ARE FULFILLED OR WAIVED ?OTHER THAN ANY
CONDITION RELATING TO THE ADMISSION OF ANY NEW
ORDINARY SHARES IN THE CAPITAL OF THE COMPANY TO BE
ISSUED PURSUANT TO, IN CONNECTION WITH, OR FOR THE
PURPOSES OF THE OFFERS TO THE OFFICIAL LIST OF THE UK
LISTING AUTHORITY AND TO TRADING AN THE LONDON STOCK
EXCHANGE?, THE AUTHORIZED SHARE CAPITAL BE INCREASED
FROM GBP 2,878,587,005.50 TO GBP 3,017,622,930.50 BY
THE CREATION OF 556,143,700 NEW ORDINARY SHARES OF
25PENCE EACH; TO AUTHORIZE THE DIRECTORS, SUBJECT TO
AND IMMEDIATELY UPON RFS HOLDINGS ANNOUNCING THAT ALL
THE CONDITIONS TO THE OFFERS ARE, FULFILLED OR WAIVED
?OTHER THAN ,ANY CONDITION RELATING, TO THE ADMISSION
OF, THE NEW ORDINARY SHARES IN THE CAPITAL OF THE
COMPANY TO BE ISSUED PURSUANT TO, IN CONNECTION WITH
OR FOR THE PURPOSES OF THE OFFERS TO THE OFFICIAL LIST
OF THE UK LISTING AUTHORITY AND TO TRADING ON THE
LONDON STOCK EXCHANGE? AND IN ADDITION AND WITHOUT
PREJUDICE TO THE POWER CONFERRED ON THE DIRECTORS BY
PARAGRAPH (1) OF ARTICLE 13(B) OF THE ARTICLES OF
ASSOCIATION, IN SUBSTITUTION FOR ANY EXISTING
AUTHORITY AND PURSUANT TO SECTION 80 OF THE COMPANIES
ACT 1985, TO ALLOT, GRANT OPTIONS OVER, OFFER OR
OTHERWISE DEAL WITH OR DISPOSE OF ANY RELEVANT
SECURITIES ?SECTION 80? UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 139,035,925; ?AUTHORITY EXPIRES ON 10
AUG 2008?; AND THE DIRECTORS MAY MAKE ALLOTMENTS
DURING THE RELEVANT PERIOD WHICH MAY BE EXERCISED
AFTER THE RELEVANT PERIOD; AND FOR THE PURPOSES OF
THIS RESOLUTION WORDS AND EXPRESSIONS DEFINED IN OR
FOR THE PURPOSES OF PART IV OF THE AC
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROYAL BANK OF SCOTLAND GROUP PLC, EDINBURGH
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE REPORT AND ISSUER YES FOR FOR
ACCOUNTS
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #3.: APPROVE TO DECLARE A FINAL DIVIDEND ON ISSUER YES FOR FOR
THE ORDINARY SHARES
PROPOSAL #4.: RE-ELECT MR. C.A.M. BUCHAN ISSUER YES FOR FOR
PROPOSAL #5.: RE-ELECT DR. J.M. CURRIE ISSUER YES FOR FOR
PROPOSAL #6.: RE-ELECT MRS J.C. KONG ISSUER YES FOR FOR
PROPOSAL #7.: RE-ELECT SIR. TOM MCKILLOP ISSUER YES FOR FOR
PROPOSAL #8.: RE-ELECT SIR. STEVE ROBSON ISSUER YES FOR FOR
PROPOSAL #9.: RE-ELECT MR. G.R. WHITLAKER ISSUER YES FOR FOR
PROPOSAL #10.: RE-APPOINT DELOITTE AND TOUCHE LLP AS ISSUER YES FOR FOR
THE AUDITORS
PROPOSAL #11.: AUTHORIZE THE AUDIT COMMITTEE TO FIX ISSUER YES FOR FOR
THE REMUNERATION OF THE AUDITORS
PROPOSAL #12.: APPROVE TO CREATE ADDITIONAL ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #13.: APPROVE TO RENEW AUTHORITY TO ALLOT ISSUER YES FOR FOR
ORDINARY SHARES
PROPOSAL #14.: APPROVE TO DISAPPLY PRE-EMPTION RIGHTS ISSUER YES FOR FOR
PROPOSAL #15.: APPROVE TO ALLOW THE PURCHASE OF OWN ISSUER YES FOR FOR
SHARES
PROPOSAL #16.: APPROVE TO CREATE ADDITIONAL PREFERENCE ISSUER YES FOR FOR
SHARES AND RENEW DIRECTORS AUTHORITYTO ALLOT
PREFERENCE SHARES
PROPOSAL #17.: APPROVE TO RENEW AUTHORITY TO OFFER ISSUER YES FOR FOR
SHARES IN LIEU OF CASH DIVIDEND
PROPOSAL #18.: APPROVE TO ADOPT NEW ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROYAL BANK OF SCOTLAND GROUP PLC, EDINBURGH
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO INCREASE THE AUTHORIZED SHARE ISSUER YES FOR FOR
CAPITAL OF THE COMPANY BY THE CREATION OF AN
ADDITIONAL 6,123,010,462 ORDINARY SHARES OF 25 PENCE
EACH IN THE CAPITAL OF THE COMPANY, SUCH SHARES
FORMING ONE CLASS WITH THE EXISTING ORDINARY SHARES
AND HAVING ATTACHED THERETO THE RESPECTIVE RIGHTS AND
PRIVILEGES AND BEING SUBJECT TO THE LIMITATIONS AND
RESTRICTIONS SET OUT IN THE ARTICLES OF ASSOCIATION OF
THE COMPANY ?THE ARTICLES OF ASSOCIATION?; AND THE
AUTHORITY TO ALLOT RELEVANT SECURITIES CONFERRED ON
THE DIRECTORS OF THE COMPANY BY ARTICLE 13(B) OF THE
ARTICLES OF ASSOCIATION FOR THE PRESCRIBED ENDING ON
THE DATE OF THE AGM IN 2009 BE VARIED BY INCREASING
THE SECTION 80 AMOUNT ?AS DEFINED IN THE ARTICLES OF
ASSOCIATION? BY GBP 1,530,752,616 TO GBP 2,364,677,687
PROPOSAL #2.: APPROVE IN ADDITION TO INCREASE THE ISSUER YES FOR FOR
AUTHORIZED SHARE CAPITAL PROPOSED IN RESOLUTION 1, THE
AUTHORIZED SHARE CAPITAL OF THE COMPANY BE INCREASED
BY THE CREATION OF AN ADDITIONAL 1,000,000,000
ORDINARY SHARES OF 25 PENCE EACH IN THE CAPITAL OF THE
COMPANY, SUCH SHARES FORMING ONE CLASS WITH THE
EXISTING ORDINARY SHARES AND HAVING ATTACHED THERETO
THE RESPECTIVE RIGHTS AND PRIVILEGES AND BEING SUBJECT
TO THE LIMITATIONS AND RESTRICTIONS SET OUT IN THE
ARTICLES OF ASSOCIATION OF THE COMPANY ?THE ARTICLES
OF ASSOCIATION?; AND PURSUANT TO ARTICLE 148 OF THE
ARTICLES OF ASSOCIATION, UPON THE RECOMMENDATION OF
THE DIRECTORS, AN AMOUNT OF UP TO GBP 250,000,000
?BEING PART OF THE SUMS STANDING TO THE CREDIT OF ANY
OF THE COMPANY'S DISTRIBUTABLE RESERVES, SHARE PREMIUM
ACCOUNT OR CAPITAL REDEMPTION RESERVE AS THE
DIRECTORS AT THEIR DISCRETION MAY DETERMINE? BE
CAPITALIZED, BEING SUCH AMOUNT AS THE DIRECTORS MAY
DETERMINE FOR THE PURPOSES OF ISSUING NEW ORDINARY
SHARES INSTEAD OF PAYING AN INTERIM DIVIDEND IN
RESPECT OF THE FYE ON 31 DEC 2008 AND AUTHORIZE THE
DIRECTORS, TO APPLY SUCH AMOUNT IN PAYING UP NEW
ORDINARY SHARES ON THE REGISTER ON SUCH RECORD DATE AS
THE DIRECTORS MAY DETERMINE WITH AUTHORITY TO DEAL
WITH FRACTIONAL ENTITLEMENTS ARISING OUT OF SUCH
ALLOTMENTS AS THEY THINK FIT AND AUTHORITY TO TAKE ALL
SUCH OTHER STEPS AS THEY MAY DEEM NECESSARY OR
DESIRABLE TO IMPLEMENT SUCH CAPITALIZATION AND
ALLOTMENT; AND PURSUANT TO SECTION 80 OF THE COMPANIES
ACT 1985 TO EXERCISE ALL THE POWERS OF THE COMPANY TO
ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 250,000,000 PROVIDED THAT SUCH AUTHORITY
SHALL BE LIMITED TO THE ALLOTMENT OF RELEVANT
SECURITIES PURSUANT TO, IN CONNECTION WITH OR FOR THE
PURPOSES OF THE CAPITALIZATION OF RESERVES REFERRED TO
IN THIS RESOLUTION, ?AUTHORITY EXPIRES ON 31 DEC
2008? AND THE DIRECTORS MAY DURING SUCH PERIOD MAKE
OFFERS OR AGREEMENTS WHICH WOULD OR MIGHT REQUIRE
SECURITIES TO BE ALLOTTED AFTER THE EXPIRY OF SUCH
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROYAL DUTCH SHELL PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE COMPANY'S ANNUAL ACCOUNTS ISSUER YES FOR FOR
FOR THE FINANCIAL YEAR ENDED 31 DEC 2007, TOGETHER
WITH THE DIRECTORS REPORT AND THE AUDITORS REPORT ON
THOSE ACCOUNTS
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR FOR
YE 31 DEC 2007, AS SPECIFIED
PROPOSAL #3.: ELECT DR. JOSEF ACKERMANN AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY EFFECT FROM 21 MAY 2008
PROPOSAL #4.: RE-ELECT SIR. PETER JOB AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY
PROPOSAL #5.: RE-ELECT MR. LAWRENCE RICCIARDI AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. PETER VOSTER AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #7.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
THE AUDITORS OF THE COMPANY FROM THE CONCLUSION OF
THIS MEETING UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING BEFORE WHICH ACCOUNTS ARE LAID
PROPOSAL #8.: AUTHORIZE THE BOARD TO SETTLE THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS FOR 2008
PROPOSAL #9.: AUTHORIZE THE BOARD, IN SUBSTITUTION FOR ISSUER YES FOR FOR
ALL EXISTING AUTHORITY TO EXTENT UNUSED, TO ALLOT
RELEVANT SECURITIES ?SECTION 80 OF THE COMPANIES ACT
1985?, UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 147
MILLION; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 19 AUG
2009?; AND THE BOARD MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.10: AUTHORIZE THE BOARD , PURSUANT TO ISSUER YES FOR FOR
SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES ?WITHIN THE MEANING OF SECTION 94 OF THE
SAID ACT? FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY THE PREVIOUS RESOLUTION AND/OR WHERE SUCH
ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY
SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE SAID ACT
AS IF SUB-SECTION (1) OF SECTION 89 OF THE SAID ACT
DID NOT APPLY TO ANY SUCH ALLOTMENT, PROVIDED THAT
THIS POWER SHALL BE LIMITED TO: ?A? THE ALLOTMENT OF
EQUITY SECURITIES IN CONNECTION WITH A RIGHTS ISSUE,
OPEN OFFER OR ANY OTHER PER-EMPTIVE OFFER IN FAVOUR OF
HOLDERS OF ORDINARY SHARES ?EXCLUDING TREASURY
SHARES? WHERE THEIR EQUITY SECURITIES RESPECTIVELY
ATTRIBUTABLE TO THE INTERESTS OF SUCH ORDINARY
SHAREHOLDERS ON A FIXED RECORD DATE ARE PROPORTIONATE
?AS NEARLY AS MAY BE? TO THE RESPECTIVE NUMBERS OF
ORDINARY SHARES HELD BY THEM ?AS THE CASE MAY BE?
?SUBJECT TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS
THE BOARD MAY DEEM NECESSARY OR EXPEDIENT TO DEAL WITH
FRACTIONAL ENTITLEMENTS OR LEGAL OR PRACTICAL
PROBLEMS ARISING IN ANY OVERSEAS TERRITORY, THE
REQUIREMENTS OF ANY REGULATORY BODY OR STOCK EXCHANGE
OR ANY OTHER MATTER WHATSOEVER?: AND ?B? THE ALLOTMENT
?OTHERWISE THAN PURSUANT TO SUB-PARAGRAPH (A) ABOVE?
OF EQUITY SECURITIES UP TO AN AGGREGATE NOMINAL VALUE
OF EUR 22 MILLION; ?AUTHORITY EXPIRES AT THE EARLIER
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 19 AUG
2009?, SAVE THAT THE COMPANY MAY BEFORE SUCH EXPIRY
MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT
REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER SUCH
EXPIRY AND THE BOARD MAY ALLOT EQUITY SECURITIES IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT AS IF THE
POWER CONFERRED HEREBY HAD NOT EXPIRED
PROPOSAL #S.11: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR FOR
PURCHASES ?SECTION 163 OF THE COMPANIES ACT 1985? OF
UP TO 6 MILLION ORDINARY SHARES OF EUR 0.07 EACH IN
THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF EUR
0.07 PER SHARE AND NOT MORE THAN 5% ABOVE THE AVERAGE
MARKET VALUE OF THOSE SHARES, OVER THE PREVIOUS 5
BUSINESS DAYS BEFORE THE PURCHASE IS MADE AND THE
STIPULATED BY ARTICLE 5(1) OF COMMISSION REGULATION
(EC) NO. 2273/2003; ?AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 09
AUG 2009?; MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY, IN EXECUTING THIS AUTHORITY, THE
COMPANY MAY PURCHASE SHARES USING ANY CURRENCY,
INCLUDING POUNDS STERLING, US DOLLARS AND EUROS
PROPOSAL #12.: AUTHORIZE, IN ACCORDANCE WITH SECTION ISSUER YES FOR FOR
366 OF THE COMPANIES ACT 2006 AND IN SUBSTITUTION FOR
ANY PREVIOUS AUTHORITIES GIVEN TO THE COMPANY ?AND ITS
SUBSIDIARIES?, THE COMPANY ?AND ALL COMPANIES THAT
ARE SUBSIDIARIES OF THE COMPANY AT ANY TIME DURING THE
PERIOD FOR WHICH THIS RESOLUTION HAS EFFECT? (A)
MAKE POLITICAL DONATIONS TO POLITICAL ORGANIZATIONS
OTHER THAN POLITICAL PARTIES NOT EXCEEDING GBP 200,000
IN TOTAL PER ANNUM: AND (B) INCUR POLITICAL
EXPENDITURE NOT EXCEEDING GBP 200,000 IN TOTAL PER
ANNUM; ?AUTHORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 19 AUG 2009?, IN THIS
RESOLUTION, THE TERMS POLITICAL DONATION ,
POLITICAL EXPENDITURE HAVE THE MEANINGS GIVEN TO THEM
BY SECTIONS 363 TO 365 OF THE COMPANIES ACT 2006
PROPOSAL #13.: APPROVE THE REVISED INDIVIDUAL LIMIT ISSUER YES FOR FOR
UNDER THE LONG-TERM INCENTIVE PLAN THAT UNDER THE
LONG-TERM INCENTIVE PLAN A CONDITIONAL AWARD OF FREE
ROYAL DUTCH SHELL SHARES CAN BE MADE TO ANY
PARTICIPANT IN ANY ONE YEAR, WITH A FACE VALUE AT
GRANT EQUAL TO UP TO FOUR TIMES BASE SALARY
PROPOSAL #14.: APPROVE TO EXTEND PARTICIPATION IN ISSUER YES ABSTAIN AGAINST
RESTRICTED SHARE PLAN AWARDS TO EXECUTIVE DIRECTORS
PROPOSAL #S.15: ADOPT THE ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
PRODUCED TO THE MEETING AND INITIALED BY THE CHAIRMAN
OF THE MEETING FOR THE PURPOSE OF IDENTIFICATION BE AS
THE ARTICLES OF ASSOCIATION OF THE COMPANY IN
SUBSTITUTION FOR, AND TO THE EXCLUSION OF, THE
EXISTING ARTICLES OF ASSOCIATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROYAL DUTCH SHELL PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE COMPANY'S ANNUAL ACCOUNTS OF ISSUER YES FOR FOR
THE FYE 31 DEC 2007 TOGETHER WITH THE DIRECTORS
REPORT AND THE AUDITORS REPORT ON THOSE ACCOUNTS
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR FOR
YE 31 DEC 2007 AS SPECIFIED
PROPOSAL #3.: ELECT DR. JOSEF ACKERMANN AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #4.: RE-ELECT SIR. PETER JOB AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY
PROPOSAL #5.: RE-ELECT MR. LAWRENCE RICCIARDI AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. PETER VOSER AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #7.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
THE AUDITORS OF THE COMPANY FROM THECONCLUSION OF
THIS MEETING UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING BEFORE WHICH ACCOUNTS ARE LAID
PROPOSAL #8.: AUTHORIZE THE BOARD TO SETTLE THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS FOR 2008
PROPOSAL #9.: AUTHORIZE THEBOARD, IN SUBSTITUTION FOR ISSUER YES FOR FOR
ANY EXISTING AUTHORITY AND FOR THE PURPOSE OF SECTION
80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES ?SECTION 80(2)? UP TO AN AGGREGATE NOMINAL
AMOUNT OF EUR 147 MILLION; ?AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY
NEXT YEAR OR 19 AUG 2009?; AND THE BOARD MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR
TO SUCH EXPIRY
PROPOSAL #S.10: AUTHORIZE THE BOARD AND PURSUANT TO ISSUER YES FOR FOR
SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 OF THE SAID ACT FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED BY PREVIOUS
RESOLUTION, ?SECTION 94?3A?? OF THE SAID ACT AS IF
SUB- SECTION?1? OF SECTION 89 OF THE SAID ACT,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY
SECURITIES A) IN CONNECTION WITH A RIGHTS ISSUE, OPEN
OFFER OR OTHER OFFERS IN FAVOR OF ORDINARY
SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT
OF EUR 22 MILLION; ?AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE AGM OF THE COMPANY ON 19 AUG
2009?; AND, THE BOARD 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.11: UTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR FOR
OF SECTION 163 OF THE COMPANIES ACT 1985, TO MAKE
MARKET PURCHASES OF UP TO 631 MILLION ORDINARY SHARES
OF EUR 0.07 EACH IN THE CAPITAL OF THE COMPANY, AT
PRICES OF NOT LESS THAN EUR 0.07 PER SHARE, NOT MORE
THAN THE HIGHER OF AND UP TO 5% ABOVE THE AVERAGE
MARKET VALUE OF THOSE SHARES FOR THE 5 BUSINESS DAYS
BEFORE THE PURCHASE IS MADE AND STIPULATED BY ARTILCE
5 (1) OF COMMISSION REGULATION?EC? NO. 2273/2003;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR19 AUG 2009?; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE SUCH SHARES WHICH WOULD OR MIGHT BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY IN EXECUTING THIS
AUTHORITY, THE COMPANY MAY PURCHASE SHARES USING ANY
CURRENCY, INCLUDING POUNDS STERLING, US DOLLARS AND
EUROS
PROPOSAL #12.: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR FOR
WITH SECTION 366 OF THE COMPANIES ACT 2006 AND IN
SUBSTITUTION FOR ANY PREVIOUS AUTHORITIES GIVEN TO THE
COMPANY?AND ITS SUBSIDARIES? THE COMPANY ?AND ALL
COMPANIES THAT ARE SUBSIDIARIES OF THE COMPANY AT ANY
TIME DURING THE PERIOD FOR WHICH THIS RESOLUTION HAS
EFFECT? TO AMKE POLITICAL DONATIONS TO POLITICAL
ORGANISATIONS OTHER THAN POLITICAL PARTIES NOT
EXCEEDING GBP 200,000 IN TOTAL PER ANNUM,?AUTHORITY
EXPIRES THE EARLIER AT THE CONCLUSION OF THE NEXT AGM
OF THE COMPANYOR WITH THE DATE OF THE PASSING OF THIS
RESOLUTION AND ENDING ON 19 AUG 2009?, THE TERMS
POLITICAL DONATION, POLITICAL PARTIES, POLITICAL
ORGANISATION AND POLITICAL EXPENDITURE HAVE THE
MEANINGS GIVEN TO THEM BY SECTION 363 TO 365 OF THE
COMPANIES ACT 2006
PROPOSAL #13.: APPROVE THE REVISED INDIVIDUAL LIMIT ISSUER YES FOR FOR
UNDER THE LONG-TERM INCENTIVE PLAN AS SPECIFIED
PROPOSAL #14.: APPROVE THE EXTENDING PARTICIPATION IN ISSUER YES ABSTAIN AGAINST
RESTRICTED SHARE PLAN AWARDS TO EXECUTIVE DIRECTORS
PROPOSAL #S.15: ADOPT THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR FOR
THE COMPANY IN SUBSTITUTION FOR, AND TO THE EXCLUSION
OF, THE EXISTING ARTILCES OF ASSOCIATION AND
INITIALLED BY THE CHAIRMAN OF THE MEETING FOR THE
PURPOSE OF INDENTIFICATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RWE AG, ESSEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND THE PROPOSAL OF THE
APPROPRIATION OF THE DISTRIBUTABLE PROFIT
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR FOR
DISTRIBUTABLE PROFIT OF EUR 1,771,586,622.55 AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 3.15 PER NO-PAR
SHARE EUR 10,872.55 SHALL BE CARRIED FORWARD EX-
DIVIDEND AND PAYABLE DATE: 18 APR 2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER YES FOR FOR
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #5.: APPOINTMENT OF THE AUDITORS FOR THE 2008 ISSUER YES FOR FOR
FY: PRICEWATERHOUSECOOPERS AG, ESSEN
PROPOSAL #6.: RENEWAL OF THE AUTHORIZATION TO ACQUIRE ISSUER YES FOR FOR
OWN SHARES THE COMPANY SHALL BE AUTHORIZED TO ACQUIRE
OWN 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 16 OCT
2009; THE COMPANY SHALL ALSO BE AUTHORIZE D TO USE PUT
AND CALL OPTIONS FOR THE REPURCHASE OF UP TO 5% OF
ITS OWN SHARES, ON OR BEFORE 16 OCT 2009; THE PRICE
PAID AND RECEIVED FOR SUCH OPTIONS SHALL NOT DEVIATE
MORE THAN 5% FROM THEIR THEORETICAL MARKET VALUE, THE
PRICE PAID FOR OWN SHARES SHALL NOT DEVIATE MORE THAN
20% FROM THE MARKET PRICE OF THE SHARES THE BOARD OF
MANAGING DIRECTORS SHALL BE AUTHORIZED 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, AND TO RETIRE THE SHARES
PROPOSAL #7.: RESOLUTION ON THE CREATION OF NEW ISSUER YES FOR FOR
AUTHORIZED CAPITAL, AND THE CORRESPONDING AMENDMENT TO
THE ARTICLE OF ASSOCIATION; THE BOARD OF MANAGING
DIRECTORS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE
SUPERVISORY BOARD, TO INCREASE THE COMPANY'S SHARE
CAPITAL BY UP TO EUR 287,951,360 THROUGH THE ISSUE OF
NEW BEARER NO-PAR SHARES AGAINST PAYMENT IN CASH OR
KIND, ON OR BEFORE 16 APR 2013; SHAREHOLDERS SHALL BE
GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR A CAPITAL
INCREASE OF UP TO 10% OF THE COMPANY'S SHARE CAPITAL
AGAINST PAYMENT IN CASH IF THE NEW SHARES ARE ISSUED
AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE,
FOR A CAPITAL INCREASE AGAINST PAYMENT IN KIND IN
CONNECTION WITH MERGERS AND ACQUISITIONS, AND FOR
RESIDUAL AMOUNTS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RYANAIR HLDGS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/20/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE ACCOUNTS FOR THE ISSUER YES FOR N/A
YE 31 MAR 2007 AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS THEREON
PROPOSAL #2.a: RE-ELECT MR. T. A. RYAN AS A DIRECTOR, ISSUER YES AGAINST N/A
WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION
PROPOSAL #2.b: RE-ELECT MR. EMMANUEL FABER AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THEARTICLES
OF ASSOCIATION
PROPOSAL #2.c: RE-ELECT MR. KLAUS KIRCHBERGER AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE ARTICLES
OF ASSOCIATION
PROPOSAL #3.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #4.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 20(3) OF
THE COMPANIES ?AMENDMENT? ACT, 1983 ?THE 1983 ACT?, TO
ALLOT AND ISSUE RELEVANT SECURITIES ?SECTION 20 OF
THE 1983 ACT? AND THAT THE MAXIMUM AMOUNT OF RELEVANT
SECURITIES AS AFORESAID WHICH MAY BE ALLOTTED UNDER
THIS AUTHORITY SHALL BE THE AUTHORIZED BUT AS YET
UNISSUED SHARE CAPITAL OF THE COMPANY AS AT THE CLOSE
OF BUSINESS ON THE DATE OF PASSING OF THIS RESOLUTION;
AND TO ALLOT AND ISSUE ANY SHARES PURCHASED BY THE
COMPANY PURSUANT TO THE PROVISIONS OF PART XI
COMPANIES ACT, 1990 AND HELD AS TREASURY SHARES ?AS
THEREIN DEFINED?; ?AUTHORITY EXPIRES ON 20 SEP 2012?;
AND THE DIRECTORS MAY ALLOT AND ISSUE SUCH SECURITIES
IN PURSUANCE OF ANY SUCH OFFER OR AGREEMENT AS IF THE
AUTHORITY CONFERRED HEREBY HAD NOT EXPIRED
PROPOSAL #S.5: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 23 AND SECTION 24(1) OF THE COMPANIES
?AMENDMENT? ACT, 1983 ?THE 1983 ACT?, TO ALLOT EQUITY
SECURITIES ?SECTION 23? FOR CASH PURSUANT TO THE
AUTHORITY CONFERRED BY ON THE DIRECTORS UNDER SECTION
20 OF THE 1983 ACT BY RESOLUTION 4, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS ?SECTION 23(1) OF THE
1983 ACT?, PROVIDED THAT THIS POWER BE LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: A) TO THE EXERCISE OF
ANY OPTION GRANTED PURSUANT TO THE RYANAIR HOLDINGS
PLC SHARE OPTION PLANS OF 1998, 2000 AND 2003; B) IN
CONNECTION WITH RIGHTS ISSUE IN FAVOR OF SHAREHOLDERS
WHERE THE EQUITY SECURITIES ARE ISSUED PROPORTIONATELY
TO THE RESPECTIVE NUMBERS OF SHARES HELD BY SUCH
SHAREHOLDERS BUT SUBJECT TO SUCH EXCLUSIONS AS THE
DIRECTORS MAY DEEM FIT TO DEAL WITH FRACTIONAL
ENTITLEMENTS OR LEGAL AND PRACTICAL PROBLEMS ARISING
IN OR IN RESPECT OF ANY OVERSEAS TERRITORY; AND C) UP
TO AN AGGREGATE NOMINAL VALUE OF EUR 533,400 ?5%
ISSUED SHARE CAPITAL OF THE COMPANY?; ?AUTHORITY
EXPIRES THE EARLIER, ON THE CONCLUSION OF NEXT AGM OF
THE COMPANY OR 15 MONTHS?; AND THE DIRECTORS MAY ALLOT
EQUITY SECURITIES IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT AS IF THE POWER CONFERRED HEREBY HAD NOT
EXPIRED
PROPOSAL #S.6: AUTHORIZE THE COMPANY AND/OR ANY ISSUER YES FOR N/A
SUBSIDIARY ?SECTION 155 OF THE COMPANIES ACT, 1963? OF
THE COMPANY, TO MAKE MARKET PURCHASES ?SECTION 212 OF
THE COMPANIES ACT, 1990? OF THE COMPANY'S ORDINARY
SHARES ON SUCH TERMS AND CONDITIONS AND IN SUCH MANNER
AS THE DIRECTORS, OR AS THE CASE MAY BE, THE
DIRECTORS OF SUCH SUBSIDIARY, MAY FROM TIME TO TIME
DETERMINE IN ACCORDANCE WITH AND SUBJECT TO THE
PROVISIONS OF THE COMPANIES ACT, 1990 AND THE
FOLLOWING RESTRICTIONS AND PROVISIONS: THAT THE
MAXIMUM AGGREGATE NUMBER OF ORDINARY SHARES AUTHORIZED
TO BE ACQUIRED PURSUANT TO THIS RESOLUTION SHALL NOT
EXCEED 75.6M ORDINARY SHARES; AT A MINIMUM PRICE WHICH
MAY BE PAID FOR ANY SUCH SHARE SHALL BE AN AMOUNT
EQUAL TO THE NOMINAL VALUE THEREOF; AND NOT MORE THAN
105% OF THE AVERAGE OF THE RELEVANT PRICE FOR SUCH
SHARES FOR THE 5 BUSINESS DAYS BEFORE THE PURCHASE OF
THE SHARES; AND STIPULATED BY ARTICLE 5 OF THE
COMMISSION REGULATION ?EC? OF 22 DEC 2003 ?NO.
227312003?; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 18
MONTHS?; AND THE COMPANY OR SUBSIDIARY MAY BEFORE SUCH
EXPIRY ENTER INTO A CONTRACT FOR THE PURCHASE OF
ORDINARY SHARES WHICH WOULD OR MIGHT BE WHOLLY OR
PARTLY EXECUTED AFTER SUCH EXPIRY AND MAY COMPLETE ANY
SUCH CONTRACT AS IF THE AUTHORITY CONFERRED HEREBY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SABMILLER PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/31/2007 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 2007, TOGETHER WITH THE
REPORTS OF THE DIRECTORS AND THE AUDITORS
PROPOSAL #2.: RECEIVE AND APPROVE THE DIRECTORS ISSUER YES FOR N/A
REMUNERATION REPORT 2007 CONTAINED IN THE ANNUAL
REPORT FOR THE YE 31 MAR 2007
PROPOSAL #3.: ELECT MR. DINYAR S. DEVITRE AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #4.: RE-ELECT MR. J. MEYER KAHN AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #5.: RE-ELECT MR. P. JOHN MANSER AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #6.: RE-ELECT MR. MILES Q. MORLAND AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #7.: RE-ELECT MR. MALCLOM I. WYMAN AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #8.: APPROVE TO CONFIRM THE DECLARATION OF A ISSUER YES FOR N/A
FINAL DIVIDEND OF 36 US CENTS PER SHARE IN RESPECT OF
THE YE 31 MAR 2007 PAYABLE ON 07 AUG 2007 TO
SHAREHOLDERS ON THE REGISTER OF MEMBERS AT THE CLOSE
OF BUSINESS ON 13 JUL 2007 IN SOUTH AFRICA AND THE
UNITED KINGDOM
PROPOSAL #9.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY UNTIL THE NEXT GENERAL
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO DETERMINE ISSUER YES FOR N/A
THE REMUNERATION OF THE AUDITORS
PROPOSAL #11.: 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 31 OCT 2008, 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
7,511,967, ?WHICH SHALL BE THE SECTION 80 AMOUNT FOR
THE PURPOSES OF THE ARTICLE 12(A)(II) FOR THAT SECTION
80 PERIOD?
PROPOSAL #S.12: 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 31 OCT 2008, ?WHICH SHALL BE THE
SECTION 89 PERIOD FOR THE PURPOSES OF THE ARTICLE
12(A)(V) IN RESPECT OF A NOMINAL AMOUNT OF USD
7,511,967, WHICH SHALL BE THE SECTION 89 AMOUNT FOR
THE PURPOSES OF THE ARTICLE 12(A)(IV) FOR THAT SECTION
89 PERIOD?
PROPOSAL #S.13: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES ?SECTION 163(3) OF THE COMPANIES ACT 1985?
OF UP TO 150,239,345 ORDINARY SHARES ?10% OF THE
ISSUED SHARE CAPITAL OF THE COMPANY AS AT 16 MAY 2007?
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 AND
THAT STIPULATED BY ARTICLE 5(1) OF THE BUY-BACK AND
STABILIZATION REGULATION ?EC 2273/2007?; ?AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 31 OCT 2008?; 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.14: APPROVE, FOR THE PURPOSE OF SECTION ISSUER YES FOR N/A
165 OF THE COMPANIES ACT 1985, THE CONTINGENT
PURCHASES CONTRACT BETWEEN THE COMPANY AND SABMILLER
JERSEY LIMITED PROVIDING THE COMPANY TO HAVE THE RIGHT
TO PURCHASE UP TO 77,368,338 OF ITS OWN NON-VOTING
CONVERTIBLE SHARE; AND AUTHORIZE THE COMPANY TO ENTER
INTO SUCH CONTRACT; ?AUTHORITY EXPIRES ON 31 JAN 2009?
PROPOSAL #S.15: AMEND THE EXISTING ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION OF THE COMPANY BY ADOPTING THE REGULATIONS
SET OUT IN THE PRINTED DOCUMENT PRODUCED TO THIS
MEETING AS THE ARTICLES OF ASSOCIATION OF THE COMPANY,
IN SUBSTITUTION FOR AND TO THE EXCLUSION OF THE
EXISTING ARTICLES OF ASSOCIATION, WITH EFFECT FROM THE
CONCLUSION OF THIS AGM
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SAIPEM SPA, SAN DONATO MILANESE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT AT 31 ISSUER NO N/A N/A
DEC 2007, BOARD OF DIRECTORS, THE AUDITORS AND THE
AUDIT FIRM REPORT
PROPOSAL #2.: APPROVE THE ALLOCATION OF PROFIT ISSUER NO N/A N/A
PROPOSAL #3.: APPROVE THE STOCK OPTION PLAN FOR THE ISSUER NO N/A N/A
YEAR 2008
PROPOSAL #4.: GRANT AUTHORITY TO BUY BACK OWN SHARES ISSUER NO N/A N/A
PROPOSAL #5.: GRANT AUTHORITY TO DISPOSE OWN SHARES ISSUER NO N/A N/A
FOR STOCK OPTION PLAN FOR THE YEAR 2008
PROPOSAL #6.: APPOINT THE BOARD OF DIRECTORS AND ISSUER NO N/A N/A
CHAIRMAN, DETERMINATION OF THEIR COMPONENTS TERM AND
EMOLUMENTS
PROPOSAL #7.: APPOINT THE BOARD OF THE AUDITORS AND ISSUER NO N/A N/A
CHAIRMAN, DETERMINATION OF REGULAR AUDITORS AND
CHAIRMAN EMOLUMENTS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SAMSUNG ELECTRS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT, 39TH ISSUER YES FOR FOR
INCOME STATEMENT, BALANCE SHEET, PROPOSED DISPOSITION
OF RETAINED EARNING, APPROPRIATION OF INCOME AND YE
DIVIDENDS OF KRW 7,500 PER COMMON SHARE
PROPOSAL #2.: APPROVE THE LIMIT OF REMUNERATION FOR ISSUER YES FOR FOR
THE EXECUTIVE ?INSIDE? DIRECTORS AND INDEPENDENT NON-
EXECUTIVE ?OUTSIDE? DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SAMSUNG ELECTRS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE APPROPRIATION OF INCOME AND ISSUER YES FOR FOR
YEAR-ENDS DIVIDENDS OF KRW 7.500 PER COMMON SHARE
PROPOSAL #2.: APPROVE THE REMUNERATION OF THE ISSUER YES FOR FOR
EXECUTIVE DIRECTORS AND THE NON EXECUTIVE DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SANKYO CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR FOR
PROPOSAL #2: AMEND ARTICLES TO: APPROVE MINOR ISSUER YES FOR FOR
REVISIONS, CHANGE COMPANY'S LOCATION, REDUCEBOARD SIZE
TO 10
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR FOR
FOR DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SANLAM LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/4/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.O.1: APPROVE AND ADOPT THE ANNUAL ISSUER YES FOR FOR
FINANCIAL STATEMENTS OF THE GROUP AND THE COMPANY FOR
THE YE 31 DEC 2007
PROPOSAL #2.O.2: RE-APPOINT ERNST & YOUNG INC AS THE ISSUER YES FOR FOR
EXTERNAL AUDITORS FOR THE COMPANY
PROPOSAL #3.O.3: APPROVE TO TAKE NOTE OF THE ISSUER YES FOR FOR
REMUNERATION OF THE EXTERNAL AUDITORS AS DETERMINED BY
THE AUDIT AND RISK COMMITTEE OF THE BOARD
PROPOSAL #4O4.1: RE-ELECT MR. R.C. ANDERSEN AS A ISSUER YES FOR FOR
DIRECTOROF THE COMPANY, WHO RETIRES BY ROTATION IN
TERMS OF ARTICLES OF 14 OF THE ARTICLES
PROPOSAL #4O4.2: RE-ELECT MR. AS DU PLESSIS AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION IN
TERMS OF ARTICLE 14 OF THE ARTICLES
PROPOSAL #4O4.3: RE-ELECT MR. M.V. MOOSA AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY, WHO RETIRES BY ROTATIONIN TERMS OF
ARTICLE 14 OF THE ARTICLES
PROPOSAL #4O4.4: RE-ELECT MR. I. PLENDERLEITH AS A ISSUER YES AGAINST AGAINST
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION IN
TERMS OF ARTICLE 14 OF THE ARTICLES
PROPOSAL #4O4.5: RE-ELECT MR. M. RAMOS AS A DIRECTOR ISSUER YES AGAINST AGAINST
OF THE COMPANY, WHO RETIRES BY ROTATION IN TERMS OF
ARTICLE 14 OF THE ARTICLES
PROPOSAL #4O4.6: RE-ELECT MR. GE RUDMAN AS A DIRECTOR ISSUER YES AGAINST AGAINST
OF THE COMPANY, WHO RETIRES BY ROTATION IN TERMS OF
ARTICLE 14 OF THE ARTICLES
PROPOSAL #5.O.5: APPROVE THE TOTAL AMOUNT OF ISSUER YES FOR FOR
DIRECTOR'S REMUNERATION FOR THE FYE 31 DEC 2007
PROPOSAL #6.O.6: APPROVE, WITH OR WITHOUT ISSUER YES FOR FOR
MODIFICATION, A 10% INCREASE IN THE REMUNERATION OF
THE NON-EXECUTIVE DIRECTORS FOR THE PERIOD 01 JUL 2008
UP TO 30 JUN 2009; THIS INCLUDES THE ALL INCLUSIVE
REMUNERATION PACKAGE OF THE CHAIRMAN AS WELL AS THE
FIXED ANNUAL BOARD FEES AND ATTENDANCE FEES FOR BOARD
MEETINGS PAYABLE TO THE DEPUTY CHAIRMAN, AS WELL AS
OTHER NON-EXECUTIVE DIRECTORS AND MEMBERS OF BOARD
COMMITTEES, WHERE APPLICABLE
PROPOSAL #7.O.7: APPROVE, IN ACCORDANCE WITH THE ISSUER YES AGAINST AGAINST
REQUIREMENTS OF THE JSE THAT THE AMENDMENTS REQUIRED
TO BE MADE TO THE TRUST DEED OF THE SANLAM LIMITED
SHARE INCENTIVE TRUST IN ORDER TO GIVE EFFECT TO THE
MATTERS SUMMARIZED IN PARAGRAPHS 7.1 TO 7.6 ON PAGES
?3 TO 5? AS SPECIFIED
PROPOSAL #8.O.8: ADOPT, IN ACCORDANCE WITH THE ISSUER YES AGAINST AGAINST
REQUIREMENTS OF THE JSE, 3 NEW EMPLOYEE SHARE
INCENTIVE SCHEMES BEING NAMELY: THE DEFERRED SHARE
PLAN; THE PERFORMANCE DEFERRED SHARE PLAN; AND THE
RESTRICTED SHARE PLAN, ?COLLECTIVELY REFERRED TO AS
THE NEW EMPLOYEE INCENTIVE PLANS? IN TERMS OF WHICH
THE COMPANY MAY ALLOCATE SHARES, IN THE ORDINARY SHARE
CAPITAL OF THE COMPANY TO TITS EMPLOYEES OR TO ITS
SUBSIDIARIES FOR THE PURPOSE OF IMPLEMENTING THE
GROUP'S LONG-TEM INCENTIVE AND RETENTION STRATEGY ON
THE TERMS AND CONDITIONS SUMMARIZED IN PARAGRAPHS 8.1
AND 8.2 ON PAGE ?6? OF THIS NOTICE PROVIDED FURTHER:
THAT THE MAXIMUM NUMBER OF SHARES ALLOCATED IN TERMS
AND ANY OTHER EMPLOYEE INCENTIVE SCHEME OF THE GROUP,
WILL NOT, AT ANY TIME, IN THE AGGREGATE EXCEED 7.5% OF
THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY;
THAT THE MAXIMUM NUMBER OF SHARES ALLOCATED TO AN
INDIVIDUAL IN TERMS AND ANY OTHER EMPLOYEE INCENTIVE
SCHEME OF THE GROUP, WILL NOT, AT ANY TIME, IN THE
AGGREGATE EXCEED 0.3% OF THE ISSUED ORDINARY SHARE
CAPITAL OF THE COMPANY AS SPECIFIED
PROPOSAL #9.S.1: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES FOR FOR
THE COMPANY, PURSUANT TO EFFECT, WHETHER BY WAY OF A
SINGLE TRANSACTION OR A SERIES OF TRANSACTIONS: A) TO
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 ITS
SECURITIES PURCHASED PURSUANT TO (A) ABOVE AND D) THE
PURCHASE BY 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, UP ON WHICH THE SECURITIES OF THE COMPANY
MAY BE QUOTED OR LISTED FORM TIME TO TIME, AND SUBJECT
TO SUCH OTHER CONDITIONS AS MAY BE IMPOSED BY ANY
OTHER RELEVANT AUTHORITY, PROVIDED THAT: THE MAXIMUM
OF 10% OF THE RELEVANT COMPANY'S ISSUED SHARE CAPITAL
OF THAT CLASS AT THE TIME THE AUTHORITY IS GRANTED;
AND PURCHASE NOT BE MADE AT A PRICE MORE THAN 5% OF
THE WEIGHTED AVERAGE OF THE MARKET VALUE OF THE
SECURITIES FOR THE 5 BUSINESS DAYS IMMEDIATELY
PRECEDING THE DATE OF PURCHASE, ?AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE COMPANY'S NEXT AGM
OR 15 MONTHS?
PROPOSAL #10O.9: AUTHORIZE ANY DIRECTOR OF THE ISSUER YES FOR FOR
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 ORDINARY AND
SPECIAL RESOLUTIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SANOFI-AVENTIS, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 2007, AS PRESENTED,
CREATING A PROFIT OF EUR 3,545,802,559.18
PROPOSAL #2.: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM
PRESENTED TO THE MEETING
PROPOSAL #3.: APPROVE THE RECOMMENDATIONS OF THE BOARD ISSUER YES FOR FOR
OF DIRECTORS AND RESOLVES THAT THE INCOME FOR THE FY
BE APPROPRIATED AS FOLLOWS: EARNING FOR THE FY: EUR
3,545,802,559.18, PRIOR RETAINED EARNINGS: EUR
4,558,248,159.23, DISTRIBUTABLE INCOME: EUR
8,104,050,718.41, DIVIDENDS: EUR 2,827,447,453.08,
RETAINED EARNINGS EUR 5,276,603,265.33; RECEIVE THE
NET DIVIDEND OF EUR 2.07 PER SHARE, AND WILL ENTITLE
TO THE 40 % DEDUCTIONS PROVIDED BY THE FRENCH TAX
CODE, THIS DIVIDEND WILL BE PAID ON 21 MAY 2008, 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, IT IS REMINDED
THAT, FOR THE LAST 3 FY, THE DIVIDENDS PAID, WERE AS
FOLLOWS: EUR 1.75 FOR FY 2006, EUR 1.52 FOR FY 2005,
EUR 1.20 FOR FY 2004
PROPOSAL #4.: APPOINT MR. M. UWE BICKER AS A DIRECTOR, ISSUER YES FOR FOR
TO REPLACE MR. M. RENE BAR BIER DE LA SERRE, FOR THE
REMAINDER OF MR. M. RENE BARBIER DE LA SERRE'S TERM OF
OFFICE, I.E. UNTIL; APPROVE THE FINANCIAL STATEMENTS
FOR THE FY 2011
PROPOSAL #5.: APPOINT MR. M. GUNTER THIELEN AS A ISSUER YES FOR FOR
DIRECTOR, TO REPLACE MR. M. JURGEN DORMANN,FOR THE
REMINDER OF MR. M. JURGEN DORMANN'S TERM OF OFFICE,
I.E. AND APPROVE THE FINANCIAL STATEMENTS FOR THE FY
2010
PROPOSAL #6.: APPOINT MS. CLAUDIE HAIGNERE AS A ISSUER YES FOR FOR
DIRECTOR, TO REPLACE MR. M. HUBERT MARKL, FOR THE
REMAINDER OF MR. M. HUBERT MARKL'S TERM OF OFFICE, I.E
AND APPROVE THE FINANCIAL STATEMENTS FOR THE FY 2011
PROPOSAL #7.: APPOINT MR. M. PATRICK DE LACHEVARDIERE ISSUER YES FOR FOR
AS A DIRECTOR, TO REPLACE MR. M. BRUNO WEYMULLER, FOR
THE REMAINDER OF MR.M. BRUNO WEYMULLER, TERM OF
OFFICE, I.E. AND APPROVE THE FINANCIAL STATEMENTS FOR
THE FY 2011
PROPOSAL #8.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
M. ROBERT CASTAIGNE AS A DIRECTOR FORA 2 YEAR PERIOD
PROPOSAL #9.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
M. CHRISTIAN MULLIEZ AS A DIRECTOR FOR A 2 YEAR PERIOD
PROPOSAL #10.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
JEAN MARC BRUEL AS A DIRECTOR FOR A 2YEAR PERIOD
PROPOSAL #11.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
M. THIERRY DESMAREST AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #12.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
M. JEAN FRANCOIS DEHECQ AS A DIRECTORFOR A 3 YEAR
PERIOD
PROPOSAL #13.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
M. IGOR LANDAU AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #14.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
M. LINDSAY OWEN JONES AS A DIRECTOR FOR A 4 YEAR
PROPOSAL #15.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
M. JEAN RENE FOURTOU AS A DIRECTOR FOR A 4 YEAR PERIOD
PROPOSAL #16.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
M. KLAUS POHLE AS A DIRECTOR FOR A 4 YEAR PERIOD
PROPOSAL #17.: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.38
AND FOLLOWING ONES AND ARTICLE L.225.42.1 OF THE
FRENCH COMMERCIAL CODE, APPROVE THE AFOREMENTIONED
REPORT AS REGARD THE ALLOWANCE WHICH WOULD BE PAID TO
MR. M. JEAN FRANCOIS DEHECQ ON THE OCCASION OF THE
CESSATION OF HIS FUNCTIONS
PROPOSAL #18.: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.38 ET
SUIVANTS ET L.225.42.1 OF THE FRENCH COMMERCIAL CODE,
APPROVE THE AFOREMENTIONED REPORT AS REGARD THE
ALLOWANCE WHICH WOULD BE PAID TO MR. M. GERARD LE FUR
ON OCCASION OF THE CESSATION OF HIS FUNCTION
PROPOSAL #19.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
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, MAXIMUM
FUNDS INVESTED IN THE SHARE BUYBACKS: EUR
13,659,166,440.00; ?AUTHORITY IS GIVEN FOR AN 18 MONTH
PERIOD? AND THIS DELEGATION OF POWERS SUPERSEDES ANY
AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT; THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #20.: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING T CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY-LAWS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SAP AKTIENGESELLSCHAFT
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/3/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND THE REPORT PURSUANT TO
SECTIONS 289(4) AND 315(4) OF THE GERMAN COMMERCIAL
CODE
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 1,582 ,667,897.40 AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.50 PER NO-PAR
SHARE EUR 986,567,284.40 SHALL BE CARRIED FORWARD EX-
DIVIDEND AND PAYABLE DATE: 04 JUN 2 008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER NO N/A N/A
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.: APPOINTMENT OF THE AUDITORS FOR THE 2008 ISSUER NO N/A N/A
FY: KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, BERLIN
PROPOSAL #6.: ELECTION OF MR. BERNARD LIAUTAUD TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #7.: RENEWAL OF THE AUTHORIZATION TO ACQUIRE ISSUER NO N/A N/A
OWN SHARES THE COMPANY SHALL BE AUTHORIZED TO ACQUIRE
OWN SHARES OF UP TO EUR 120,000,000, 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 OF THE SHARES IF THEY ARE
ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 30
NOV 2009; THE COMPANY SHALL BE AUTHORIZED TO SELL THE
SHARES ON THE STOCK EXCHANGE AND TO OFFER THEM TO THE
SHAREHOLDERS FOR SUBSCRIPTION; THE COMPANY SHALL ALSO
BE AUTHORIZED TO DISPOSE OF THE SHARES IN ANOTHER
MANNER IF THEY ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, TO OFFER THE SHARES TO BEE
OWNED COMPANIES AGAINST CASH PAYMENT (THE AMOUNT BEING
LIMITED TO EUR 1,500,000), TO USE THESE SHARES FOR
THE ACQUISITION OF SHARES OF SYSTEMS APPLICATIONS
PRODUCTS (SOUTH AFRICA) (PROPRIETARY) LIMITED (THE
AMOUNT BEING LIMITED TO EUR 1,500,000), TO OFFER THE
SHARES TO OTHER THIRD PARTIES FOR ACQUISITION
PURPOSES, TO USE THE SHARES WITHIN THE SCOPE OF THE
COMPANY'S STOCK OPTION AND INCENTIVE PLANS, OR FOR
SATISFYING CONVERSION AND OPTION RIGHTS, AND TO RETIRE
PROPOSAL #8.: AUTHORIZATION OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS TO USE CALL AND PUT OPTIONS FOR T HE PURPOSE
OF THE ACQUISITION OF OWN SHARES AS PER ITEM 7
PROPOSAL #9.: AMENDMENTS TO THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION A) SECTION 4(11), REGARDING THE AUTHORIZED
CAPITAL III OF UP TO EUR 15,000,000 BEING REVOKED B)
SECTION 23(3), REGARDING THE COMPANY NOT BEING OBLIGED
TO SEND DOCUMENTS REGARDING A SHAREHOLDERS MEETING TO
THE SHAREHOLDERS IF THE DOCUMENTS ARE MADE AVAILABLE
VIA INTER NET
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SCHNEIDER ELECTRIC SA, RUEIL MALMAISON
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER YES FOR FOR
COMMITTEE AND THE AUDITORS AND APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 2007, AS PRESENTED
EARNINGS FOR FY: EUR 226,643,349.81
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER YES FOR FOR
COMMITTEE AND THE 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 YES FOR FOR
EXECUTIVE COMMITTEE AND THE INCOME FOR THE FY BE
APPROPRIATED AS FOLLOWS: INCOME FOR THE FY: EUR
226,643,349.81; LEGAL RESERVE: EUR 3,589,169.00;
RETAINED EARNINGS: EUR 483,791,510.94; DISTRIBUTABLE
INCOME: EUR 706,845,691.75; SHARE PREMIUM: EUR
102,642,216,05 THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 3.30 PER SHARE AND WILL ENTITLE TO THE
40% DEDUCTION PROVIDED BY THE FRENCH TAX CODE; THIS
DIVIDEND WILL BE PAID AS FROM 01 JAN 2008 AS REQUIRED
BY LAW
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.40 OF
THE FRENCH COMMERCIAL CODE, AND APPROVE THE
AGREEMENTS ENTERED INTO WHICH REMAINED IN FORCE DURING
PROPOSAL #O.5: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225-88 OF
THE FRENCH COMMERCIAL CODE, AND APPROVE THE PRESENTED
AGREEMENT RELATING TO THE POSSIBLE ALLOWANCES DUE TO
JEAN-PASCAL TRICOIRE IN CASE OF CESSATION OF HIS
DUTIES NEXT TO A CHANGE OF CAPITAL OF THE COMPANY
PROPOSAL #O.6: APPOINT MR. LEO APOTHEKER AS A MEMBER ISSUER YES FOR FOR
OF THE SUPERVISORY BOARD, FOR A 4-YEAR PERIOD, IN
REPLACEMENT TO MR. RENE DE LA SERRE
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
JEROME GALLOT AS A MEMBER OF THE SUPERVISORY BOARD
FOR A 4-YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
WILLY KISSLING AS A MEMBER OF THE SUPERVISORY BOARD
FOR A 4-YEAR PERIOD
PROPOSAL #O.9: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
PIERO SIERRA AS A MEMBER OF THE SUPERVISORY BOARD FOR
A 4-YEAR PERIOD
PROPOSAL #O.10: RATIFY THE CO-OPTATION OF MR. G. ISSUER YES FOR FOR
RICHARD THOMAN AS A MEMBER OF THE SUPERVISORY BOARD
FOR A 4-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
THE FY 2011
PROPOSAL #O.11: APPOINT MR. ROLAND BARRIER AS A MEMBER ISSUER YES AGAINST AGAINST
OF THE SUPERVISORY BOARD REPRESENTING EMPLOYEE
SHAREHOLDERS, FOR A 4-YEAR PERIOD, IN REPLACEMENT TO
MR. ALAIN BURQ
PROPOSAL #O.12: APPOINT MR. CLAUDE BRIQUET AS A MEMBER ISSUER YES FOR FOR
OF THE SUPERVISORY BOARD, REPRESENTING EMPLOYEE
SHAREHOLDERS, FOR A 4-YEAR PERIOD, IN REPLACEMENT TO
MR. ALAIN BURQ
PROPOSAL #O.13: APPOINT MR. ALAIN BURQ AS A MEMBER OF ISSUER YES AGAINST AGAINST
THE SUPERVISORY BOARD REPRESENTING EMPLOYEE
SHAREHOLDERS, FOR A 4-YEAR PERIOD
PROPOSAL #O.14: APPOINT MR. RUDIGER GILBERT AS A ISSUER YES AGAINST AGAINST
MEMBER OF THE SUPERVISORY BOARD REPRESENTING EMPLOYEE
SHAREHOLDERS, FOR A 4-YEAR PERIOD, IN REPLACEMENT TO
MR. ALAIN BURQ
PROPOSAL #O.15: APPOINT MR. CAM MOFFAT AS A MEMBER OF ISSUER YES AGAINST AGAINST
THE SUPERVISORY BOARD REPRESENTING EMPLOYEE
SHAREHOLDERS, FOR A 4-YEAR PERIOD, IN REPLACEMENT TO
MR. ALAIN BURQ
PROPOSAL #O.16: APPOINT MR. VIRENDER SHANKAR AS A ISSUER YES AGAINST AGAINST
MEMBER OF THE SUPERVISORY BOARD REPRESENTING EMPLOYEE
SHAREHOLDERS, FOR A 4-YEAR PERIOD, IN REPLACEMENT TO
MR. ALAIN BURQ
PROPOSAL #O.17: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER YES FOR FOR
BUY BACK THE COMPANY'S SHARES ON THE OPEN MARKET,
SUBJECT TO THE CONDITIONS AS SPECIFIED: MAXIMUM
PURCHASE PRICE: EUR 130.00, MAXIMUM NUMBER OF SHARES
TO BE ACQUIRED: 10% OF THE CAPITAL SHARE, MAXIMUM
FUNDS INVESTED IN THE SHARE BUYBACKS: EUR
3,188,891,680.00; THIS AUTHORIZATION IS GIVEN FOR A
18-MONTH PERIOD
PROPOSAL #E.18: AMEND THE ARTICLE NUMBER 23 OF THE ISSUER YES FOR FOR
BYLAWS RELATING TO THE CONDITIONS OF PARTICIPATION TO
SHAREHOLDERS GENERAL MEETINGS
PROPOSAL #E.19: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER YES FOR FOR
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 A
STOCK REPURCHASE PLAN, UP TO A MAXIMUM OF 10 % OF THE
SHARE CAPITAL OVER A 24-MONTH PERIOD; THIS
AUTHORIZATION IS GIVEN FOR A 24-MONTH PERIOD
PROPOSAL #E.20: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
AT ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A
COMPANY SAVINGS PLAN THIS DELEGATION IS GIVEN FOR A
60-MONTH PERIOD AND FOR A NOMINAL AMOUNT THAT SHALL
NOT EXCEED 5 OF THE SHARE CAPITAL; TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN
FAVOUR OF EMPLOYEES AND CORPORATE OFFICERS OF THE
COMPANY WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN;
THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF
THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING
OF 26 APR 2008 IN THE RESOLUTION NUMBER 14; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.21: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
AT ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A
COMPANY SAVINGS PLAN NO PREFERENTIAL SUBSCRIPTION
RIGHTS WILL BE GRANTED; THIS DELEGATION IS GIVEN OR A
18-MONTH PERIOD AND FOR A NOMINAL AMOUNT THAT SHALL
NOT EXCEED 0,5 OF THE CAPITAL SHARE; AUTHORIZATION IF
GIVEN FOR A 18- MONTH PERIOD TO SET THE ISSUE PRICE OF
THE ORDINARY SHARES OR SECURITIES TO BE ISSUED, IN
ACCORDANCE WITH THE TERMS AND CONDITIONS DETERMINED BY
THE SHAREHOLDERS ; MEETING; THIS AMOUNT SHALL COUNT
AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION
UMBER 10 OF THE SHARE HOLDERS MEETING OF 26 APR 2007
AND NUMBER 20 OF THE PRESENT GENERAL MEETING; THIS
AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF
26 APR 2007 IN ITS RESOLUTION NUMBER 15
PROPOSAL #E.22: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SHARP CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.: APPROVE PAYMENT OF BONUSES TO CORPORATE ISSUER YES FOR FOR
OFFICERS
PROPOSAL #3.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES AGAINST AGAINST
PROPOSAL #4.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.1: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #5.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #6.: APPROVE RETIREMENT ALLOWANCE FOR ISSUER YES FOR FOR
RETIRING DIRECTORS, AND PAYMENT OF ACCRUED BENEFITS
ASSOCIATED WITH ABOLITION OF RETIREMENT BENEFIT SYSTEM
FOR CURRENT DIRECTORS
PROPOSAL #7.: APPROVE RETIREMENT ALLOWANCE FOR ISSUER YES AGAINST AGAINST
RETIRING CORPORATE AUDITORS, AND PAYMENT OF ACCRUED
BENEFITS ASSOCIATED WITH ABOLITION OF RETIREMENT
BENEFIT SYSTEM FOR CURRENT CORPORATE AUDITORS
PROPOSAL #8.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR FOR
DIRECTORS
PROPOSAL #9.: CONTINUATION OF PLAN REGARDING LARGE- ISSUER YES AGAINST AGAINST
SCALE PURCHASES OF SHARP CORPORATION SHARES (TAKEOVER
DEFENSE PLAN)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SHIN-ETSU CHEMICAL CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR FOR
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: APPROVE RETIREMENT ALLOWANCE FOR RETIRING ISSUER YES AGAINST AGAINST
CORPORATE OFFICERS, AND PAYMENT OFACCRUED BENEFITS
ASSOCIATED WITH ABOLITION OF RETIREMENT BENEFIT SYSTEM
FOR CURRENT CORPORATE OFFICERS
PROPOSAL #4: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR FOR
AND CORPORATE AUDITORS
PROPOSAL #5: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR FOR
CORPORATE OFFICERS
PROPOSAL #6: ALLOW BOARD TO AUTHORIZE USE OF STOCK ISSUER YES FOR FOR
OPTIONS
PROPOSAL #7: APPROVE ADOPTION OF ANTI-TAKEOVER DEFENSE ISSUER YES AGAINST AGAINST
MEASURES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SHIONOGI & CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR FOR
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #4: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR FOR
PROPOSAL #5: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES AGAINST AGAINST
FOR CORPORATE AUDITORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SIEMENS A G
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE SUPERVISORY BOARD REPORT, ISSUER NO N/A N/A
CORPORATE GOVERNANCE REPORT, REMUNERATION REPORT, AND
COMPLIANCE REPORT FOR FISCAL 2006/ 2007
PROPOSAL #2.: RECEIVE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
STATUTORY REPORTS FOR FISCAL 2006/2007
PROPOSAL #3.: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF EUR 1.60 PER SHARE
PROPOSAL #4.1: POSTPONE DISCHARGE OF FORMER MANAGEMENT ISSUER YES FOR FOR
BOARD MEMBER MR. JOHANNES FELDMAYER
PROPOSAL #4.2: APPROVE DISCHARGE OF FORMER MANAGEMENT ISSUER YES AGAINST AGAINST
BOARD MEMBER MR. KLAUS KLEINFELD (UNTIL JUNE 30, 2007)
PROPOSAL #4.3: APPROVE DISCHARGE OF MANAGEMENT BOARD ISSUER YES FOR FOR
MEMBER MR. PETER LOESCHER (AS OF JULY 1, 2007)
PROPOSAL #4.4: APPROVE DISCHARGE OF MANAGEMENT BOARD ISSUER YES FOR FOR
MEMBER MR. HEINRICH HIESINGER (AS OF JUNE 1, 2007)
PROPOSAL #4.5: APPROVE DISCHARGE OF MANAGEMENT BOARD ISSUER YES FOR FOR
MEMBER MR. JOE KAESER FOR FISCAL 2006/2007
PROPOSAL #4.6: APPROVE DISCHARGE OF MANAGEMENT BOARD ISSUER YES AGAINST AGAINST
MEMBER MR. RUDI LAMPRECHT FOR FISCAL 2006/2007
PROPOSAL #4.7: APPROVE DISCHARGE OF MANAGEMENT BOARD ISSUER YES AGAINST AGAINST
MEMBER MR. EDUARDO MONTES FOR FISCAL 2006/2007
PROPOSAL #4.8: APPROVE DISCHARGE OF MANAGEMENT BOARD ISSUER YES FOR FOR
MEMBER MR. JUERGEN RADOMSKI FOR FISCAL 2006/2007
PROPOSAL #4.9: APPROVE DISCHARGE OF MANAGEMENT BOARD ISSUER YES FOR FOR
MEMBER MR. ERICH REINHARDT FOR FISCAL 2006/2007
PROPOSAL #4.10: APPROVE DISCHARGE OF MANAGEMENT BOARD ISSUER YES FOR FOR
MEMBER MR. HERMANN REQUARDT FOR FISCAL 2006/2007
PROPOSAL #4.11: APPROVE DISCHARGE OF MANAGEMENT BOARD ISSUER YES AGAINST AGAINST
MEMBER MR. URIEL SHAREF FOR FISCAL 2006/2007
PROPOSAL #4.12: APPROVE DISCHARGE OF MANAGEMENT BOARD ISSUER YES AGAINST AGAINST
MEMBER MR. KLAUS WUCHERER FOR FISCAL 2006/2007
PROPOSAL #4.13: APPROVE DISCHARGE OF MANAGEMENT BOARD ISSUER YES AGAINST AGAINST
MEMBER MR. JOHANNES FELDMAYER (UNTIL SEPTEMBER 30,
2007), IF DISCHARGE SHOULD NOT BE POSTPONED
PROPOSAL #5.1: APPROVE DISCHARGE OF FORMER SUPERVISORY ISSUER YES AGAINST AGAINST
BOARD MEMBER HEINRICH VON PIERER (UNTIL APRIL 25,
PROPOSAL #5.2: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. GERHARD CROMME FOR FISCAL 2006/2007
PROPOSAL #5.3: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. RALF HECKMANN FOR FISCAL 2006/2007
PROPOSAL #5.4: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. JOSEF ACKERMANN FOR FISCAL 2006/2007
PROPOSAL #5.5: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. LOTHAR ADLER FOR FISCAL 2006/2007
PROPOSAL #5.6: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. GERHARD BIELETZKI FOR FISCAL 2006/2007
PROPOSAL #5.7: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. JOHN COOMBE FOR FISCAL 2006 /2007
PROPOSAL #5.8: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. HILDEGARD CORNUDET FOR FISCAL 2006/2007
PROPOSAL #5.9: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. BIRGIT GRUBE FOR FISCAL 2006/2007
PROPOSAL #5.10: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. BETTINA HALLER (AS OF APRIL 1, 2007)
PROPOSAL #5.11: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. HEINZ HAWRELIUK FOR FISCAL 2006/2007
PROPOSAL #5.12: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. BERTHOLD HUBER FOR FISCAL 2006/2007
PROPOSAL #5.13: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. WALTER KROELL FOR FISCAL 2006 /2007
PROPOSAL #5.14: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. MICHAEL MIROW (AS OF APRIL 25, 2007)
PROPOSAL #5.15: APPROVE DISCHARGE OF FORMER ISSUER YES FOR FOR
SUPERVISORY BOARD MEMBER MR. WOLFGANG MUELLER (UNTIL
JANUARY 25, 2007)
PROPOSAL #5.16: APPROVE DISCHARGE OF FORMER ISSUER YES FOR FOR
SUPERVISORY BOARD MEMBER MR. GEORG NASSAUER (UNTIL
MARCH 31, 2007)
PROPOSAL #5.17: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. THOMAS RACKOW FOR FISCAL 2006/2007
PROPOSAL #5.18: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. DIETER SCHEITOR (AS OF JANUARY 25, 2007)
PROPOSAL #5.19: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. ALBRECHT SCHMIDT FOR FISCAL 2006/2007
PROPOSAL #5.20: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. HENNING SCHULTE-NOELLE FOR FISCAL 2006/
PROPOSAL #5.21: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. PETER VON SIEMENS FOR FISCAL 2006/2007
PROPOSAL #5.22: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER MR. JERRY SPEYER FOR FISCAL 2006/2007
PROPOSAL #5.23: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
MEMBER LORD IAIN VALLANCE OF TUMMEL FOR FISCAL 2006
/2007
PROPOSAL #6.: RATIFY KPMG DEUTSCHE TREUHAND- ISSUER YES FOR FOR
GESELLSCHAFT AG AS THE AUDITORS FOR FISCAL 2007/2008
PROPOSAL #7.: AUTHORIZE SHARE REPURCHASE PROGRAM AND ISSUER YES FOR FOR
REISSUANCE OR CANCELLATION OF REPURCHASED SHARES
PROPOSAL #8.: AUTHORIZE USE OF FINANCIAL DERIVATIVES ISSUER YES FOR FOR
OF UP TO 5% OF ISSUED SHARE CAPITAL WHEN REPURCHASING
SHARES
PROPOSAL #9.1: ELECT JOSEF ACKERMANN TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.2: ELECT JEAN-LOUIS BEFFA TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.3: ELECT GERD VON BRANDENSTEIN TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.4: ELECT GERHARD CROMME TO THE SUPERVISORY ISSUER YES FOR FOR
BOARD
PROPOSAL #9.5: ELECT MICHAEL DIEKMANN TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.6: ELECT HANS MICHAEL GAUL TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.7: ELECT PETER GRUSS TO THE SUPERVISORY ISSUER YES FOR FOR
BOARD
PROPOSAL #9.8: ELECT NICOLA LEIBINGER- KAMMUELLER TO ISSUER YES FOR FOR
THE SUPERVISORY BOARD
PROPOSAL #9.9: ELECT HAKAN SAMUELSSON TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.10: ELECT LORD IAIN VALLANCE OF TUMMEL TO ISSUER YES FOR FOR
THE SUPERVISORY BOARD
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SILICONWARE PRECISION INDS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: THE 2007 BUSINESS OPERATIONS ISSUER NO N/A N/A
PROPOSAL #1.2: TO REPORT SUPERVISORS REVIEW REPORT ON ISSUER NO N/A N/A
THE FY 2007 AUDITED FINANCIAL STATEMENTS
PROPOSAL #2.1: APPROVE THE 2007 BUSINESS REPORTS AND ISSUER YES FOR FOR
FINANCIAL STATEMENTS
PROPOSAL #2.2: APPROVE THE 2007 PROFIT DISTRIBUTION ISSUER YES FOR FOR
CASH DIVIDEND: TWD 4.5 PER SHARE
PROPOSAL #3.1: APPROVE TO ISSSUE THE NEW SHARES FROM ISSUER YES FOR FOR
RETAINED EARNINGS STOCK DIVIDEND : 10 FOR 1,000 SHARES
HELD, AND ISSUANCE OF 47,145,362 NEW SHARES FUNDED BY
EMPLOYEES BONUS TO BE PAID TO THE EMPLOYEES
PROPOSAL #321.1: ELECT MR. BOUGH LIN AS A DIRECTOR ISSUER YES FOR FOR
SHARE HOLDER NO:3
PROPOSAL #321.2: ELECT MR. CHI-WEN TSA AS A DIRECTOR ISSUER YES FOR FOR
SHARE HOLDER NO:6
PROPOSAL #321.3: ELECT MR. WEN-LUNG LIN AS A DIRECTOR ISSUER YES FOR FOR
SHARE HOLDER NO:18
PROPOSAL #321.4: ELECT MR. YEN-CHUN CHANG AS A ISSUER YES FOR FOR
DIRECTOR SHARE HOLDER NO:5
PROPOSAL #321.5: ELECT MR. WEN-JUNG LIN AS A DIRECTOR ISSUER YES FOR FOR
SHARE HOLDER NO:30
PROPOSAL #321.6: ELECT MR. HSIU-LI LIU AS A DIRECTOR ISSUER YES FOR FOR
SHARE HOLDER NO:1931
PROPOSAL #321.7: ELECT MR. ING-DAR LIU AS A DIRECTOR ISSUER YES FOR FOR
ID NO: K100197928
PROPOSAL #321.8: ELECT MR. JING-SHAN AUR AS A DIRECTOR ISSUER YES FOR FOR
SHARE HOLDER NO:245652
PROPOSAL #321.9: ELECT MR. JEROME TSAI AS A DIRECTOR ISSUER YES FOR FOR
OF PEI-SHENG CULTURAL EDUCATIONAL FOUNDATION SHARE
HOLDER NO:27836
PROPOSAL #322.1: ELECT MR. WEN-LUNG CHENG AS A ISSUER YES FOR FOR
SUPERVISOR SHARE HOLDER NO:8
PROPOSAL #322.2: ELECT MR. FU-MEI TANG AS A SUPERVISOR ISSUER YES FOR FOR
SHARE HOLDER NO:24
PROPOSAL #322.3: LECT MR. TERESA WANG AS A SUPERVISOR ISSUER YES FOR FOR
OF SILICONWARE INVESTMENT COMPANY SHARE HOLDER NO:48671
PROPOSAL #3.3: APPROVE TO RELEASE THE PROHIBITION ON ISSUER YES FOR FOR
THE DIRECTORS FROM PARTICIPATION IN COMPETITIVE
BUSINESS
PROPOSAL #4.: PROVISIONAL MOTIONS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SINGAPORE TELECOMMUNICATIONS LTD, SINGAPORE
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/27/2007 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 IN THE
ISSUED SHARE 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 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 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 ?SHARE PURCHASE
MANDATE?; ?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 TO BE HELD BY LAW?; AND
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
PROPOSAL #2.: APPROVE, FOR THE PURPOSE OF RULE 10.14 ISSUER YES FOR N/A
OF THE ASX LISTING RULES, THE PARTICIPATION OF THE
RELEVANT PERSON IN THE RELEVANT PERIOD AS SPECIFIED IN
THE SINGTEL PERFORMANCE SHARE PLAN ON THE SPECIFIED
TERMS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SINGAPORE TELECOMMUNICATIONS LTD, SINGAPORE
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/27/2007 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 2007, THE DIRECTORS
REPORT AND THE AUDITORS REPORT THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 6.5 CENTS ISSUER YES FOR N/A
PER SHARE AND A SPECIAL DIVIDEND OF 9.5CENTS PER SHARE
IN RESPECT OF THE FYE 31 MAR 2007
PROPOSAL #3.: RE-ELECT MR. HENG SWEE KEAT AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
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 ARTICLE 97
OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. JOHN POWELL MORSCHEL AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
ARTICLE 97 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. DEEPAK S. PAREKH AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
ARTICLE 97 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #7.: RE-ELECT MS. CHUA SOCK KOONG AS A ISSUER YES FOR N/A
DIRECTOR, WHO CEASE TO HOLD OFFICE IN ACCORDANCE WITH
ARTICLE 103 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #8.: RE-ELECT MR. KAIKHUSHRU SHIAVAX ISSUER YES FOR N/A
NARGOLWALA ?INDEPENDENT MEMBER OF THE AUDIT COMMITTEE?
AS A DIRECTOR, WHO CEASE TO HOLD OFFICE IN ACCORDANCE
WITH ARTICLE 103 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #9.: APPROVE THE DIRECTORS FEES PAYABLE BY ISSUER YES FOR N/A
THE COMPANY OF SGD 1,713,520 FOR THE FYE 31 MAR 2007
PROPOSAL #10.: APPROVE THE PAYMENT OF DIRECTORS FEES ISSUER YES FOR N/A
BY THE COMPANY OF UP TO SGD 2,250,000 FOR THE FYE 31
MAR 2008 ?INCREASE: UP TO SGD 536,480?
PROPOSAL #11.: RE-APPOINT THE AUDITORS AND AUTHORIZE ISSUER YES FOR N/A
THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #12.: AUTHORIZE THE DIRECTORS TO ISSUE SHARES ISSUER YES FOR N/A
IN THE CAPITAL OF THE COMPANY ? SHARES ? 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 WARRANTS, DEBENTURES OR OTHER INSTRUMENTS
CONVERTIBLE IN TO SHARES AND 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 ISSUE SHARES IN PURSUANCE OF
ANY INSTRUMENT MADE OR GRANTED BY THE DIRECTORS,
PROVIDED THAT: THE AGGREGATE NUMBER OF SHARES TO BE
ISSUED 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 PRO-RATA BASIS TO THE SHAREHOLDERS OF THE
COMPANY 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 ? SGX-ST ? FOR THE
PURPOSE OF DETERMINING THE AGGREGATE NUMBER OF SHARES
THAT MAY BE ISSUED, THE PERCENTAGE OF THE ISSUED
SHARE CAPITAL WILL BE BASED ON THE ISSUED SHARE
CAPITAL OF THE COMPANY AT THE TIME THIS RESOLUTION IS
PASSED, AFTER ADJUSTING FOR: A) NEW SHARE ARISING FROM
THE CONVERSION OR EXERCISE OF ANY CONVERTIBLE
SECURITIES OR SHARE OPTION OR VESTING OR SHARE AWARDS
WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS
RESOLUTION IS PASSED; AND B) ANY SUBSEQUENT
CONSOLIDATION OF SUB-DIVISION OF SHARES; IN EXERCISING
OF AUTHORITY CONFERRED BY THIS RESOLUTION, THE
COMPANY SHALL COMPLY WITH THE PROVISIONS OF THE
LISTING MANUAL OF THE SGX-ST AND THE RULE 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 AS BEEN WAIVED BY THE SGX-ST OR OTHER
EXCHANGE? AND THE ARTICLES OF ASSOCIATION FOR THE TIME
BEING OF THE COMPANY; ?AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR
THE DATE BY WHICH THE NEXT AGM OF THE COMPANY IS
PROPOSAL #13.: AUTHORIZE THE DIRECTORS TO ALLOT AND ISSUER YES FOR N/A
ISSUE FROM TIME TO TIME SUCH NUMBERS 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 #14.: AUTHORIZE THE DIRECTORS TO GRANT AWARDS ISSUER YES FOR N/A
IN ACCORDANCE WITH THE PROVISIONS OF THE SINGTEL
PERFORMANCE SHARE PLAN ? SHARE PLAN ? AND TO ALLOT AND
ISSUE FROM TIME TO TIME SUCH NUMBER OF FULLY PAID-UP
SHARES IN THE CAPITAL OF THE COMPANY AS MAY BE
REQUIRED TO BE ISSUED PURSUANT TO THE VESTING OF
AWARDS UNDER THE SHARE PLAN, PROVIDED ALWAYS THAT THE
AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO
THE 1999 SCHEME AND THE SHARE PLAN SHALL NOT EXCEED
10% OF THE ISSUED SHARE CAPITAL OF THE COMPANY FROM
TIME TO TIME
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SMITH & NEPHEW GROUP P L C
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/1/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE AUDITED ACCOUNTS ISSUER YES FOR FOR
FOR THE YE 31 DEC 2007 TOGETHER WITH THE REPORT OF THE
DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT OF THE ISSUER YES AGAINST AGAINST
DIRECTORS FOR THE YE 31 DEC 2007
PROPOSAL #3.: APPROVE THE 2007 FIRST INTERIM DIVIDEND ISSUER YES FOR FOR
OF USD 4.51 PER ORDINARY SHARE AND TOCONFIRM THE 2007
SECOND INTERIM DIVIDEND OF USD 7.38 PER ORDINARY SHARE
PROPOSAL #4.: RE-ELECT MR. JOHN BUHANAN AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #5.: RE-ELECT DR. PAMELA J. KIBRY AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. BRIAN LARCOMBE AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #7.: RE-ELECT DR. ROLF W.H STOMBERG AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #8.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS OF THE COMPANY
PROPOSAL #10.: APPROVE TO RENEW THE DIRECTOR'S ISSUER YES FOR FOR
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
USD 50,194,406; ?AUTHORITY EXPIRES THE UNTIL THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY IN 2009 OR
01 AUG 2009?
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS TO ALLOT ISSUER YES FOR FOR
SECURITIES OTHERWISE THAN TO EXISTING SHAREHOLDERS PRO
RATA TO THEIR HOLDINGS GRANTED BY ARTICLE 9.3 OF THE
COMPANY'S ARTICLES OF ASSOCIATION AND FOR THE PURPOSES
OF ARTICLE 9 OF THE COMPANY'S ARTICLES OF ASSOCIATION
?SECTION 89?, AMOUNT FOR THIS PERIOD BE USD
9,482,121; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2009 OR 01 AUG
PROPOSAL #S.12: AUTHORIZE THE COMPANY, IN SUBSTITUTION ISSUER YES FOR FOR
FOR ALL EXISTING AUTHORITIES AND IN ACCORDANCE WITH
SECTION 166 OF THE COMPANIES ACT 1985?THE ACT?, TO
MAKE MARKET PURCHASES ?SECTION 163?3?OF THE ACT? OF UP
TO 94,821,208; ?10% ISSUED SHARE CAPITAL AS AT 12 MAR
2008? OF 20 US CENTS EACH THE CAPITAL OF THE COMPANY,
MORE THAN 105% ABOVE THE AVERAGE MARKET VALUE FOR
SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS PRECEDING
THE DATE OF PURCHASE; ?AUTHORITY EXPIRES AT THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2009 OR 01 AUG
2009?; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.13: ADOPT THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR FOR
THE COMPANY AS SPECIFIED
PROPOSAL #14.: APPROVE TO INCREASE THE LIMIT ON ISSUER YES FOR FOR
INDIVIDUAL PARTICIPATION UNDER THE PERFORMANCE SHARE
PLAN, SO THAT THE INITIAL MARKET VALUE OF THE SHARES
TO AN AWARD SHALL NOT EXCEED 150% OF THE PARTICIPANT'S
BASIC ANNUAL SALARY AT THE TIME THE AWARD IS MADE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SOCIETE GENERALE, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 31 DEC 2007, AS
PRESENTED LOSS FOR THE FY EUR 961,180,496 .73
PROPOSAL #O.2: APPROVE THE RECORD THE LOSS FOR THE ISSUER YES FOR FOR
YEAR AS A DEFICIT IN RETAINED EARNINGS; PRIOR RETAINED
EARNINGS EUR 7,324,427 ,352.11 FOLLOWING THIS
APPROPRIATION, THE RETAINED EARNINGS ACCOUNT WILL SHOW
A NEW BALANCE OF EUR 6,363, 246,855.38. THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.25
PER SHARE, AND WILL ENTITLE TO THE 40 % DEDUCTION
PROVIDED BY THE FRENCH TAX CODE THIS DIVIDEND WILL BE
PAID ON 06 JUN 2008 AS REQUIRED BY LAW, IT IS REMINDED
THAT FOR THE LAST 3 FINANCIAL YEARS, THE DIVIDENDS
PAID, WERE AS FOLLOWS EUR 3.30 FOR FY 2004 EUR 4.50
FOR FY 2005 EUR 5.20 FOR FY 2006
PROPOSAL #O.3: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM
PRESENTED TO THE MEETING
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.38 OF
THE FRENCH COMMERCIAL CODE, APPROVES THE AGREEMENTS
ENTERED INTO OR WHICH REMAINED IN FORCE DURING THE FY
PROPOSAL #O.5: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
PHILIPPE CITERNE AS DIRECTOR FOR A 4 YEAR PERIOD
PROPOSAL #O.6: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
MICHEL CICUREL AS A DIRECTOR FOR A 4 YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
LUC VANDEVELDE AS A DIRECTOR FOR A 4 YEAR PERIOD
PROPOSAL #O.8: APPOINT MR. NATHALIE RACHOU AS A ISSUER YES FOR FOR
DIRECTOR FOR A 4 YEAR PERIOD
PROPOSAL #O.9: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER YES AGAINST AGAINST
BACK THE COMPANY'S SHARES ON THE OPENMARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW MAXIMUM PURCHASE
PRICE EUR 175.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED 10% OF THE SHARE CAPITAL, MAXIMUM FUNDS
INVESTED IN THE SHARE BUYBACKS EUR 10,207,239,700.00
?AUTHORIZATION IS GIVEN FOR A 18 MONTH PERIOD? THIS
AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF
14 MAY, 2007 IN ITS RESOLUTION NUMBER 10 THE
SHAREHOLDERS MEETING DELEGATES ALL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.10: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
TAKE THE NECESSARY POWERS TO INCREASE THECAPITAL, ON
ONE OR MORE OCCASIONS, IN FRANCE OR ABROAD, BY
ISSUANCE, WITH PREFERRED SUBSCRIPTION RIGHTS
MAINTAINED, OF SHARES AND OR DEBT SECURITIES, OR 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 THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED
SHALL NOT EXCEED EUR 6,000,000,000.00.THIS AMOUNT
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN
RESOLUTION NUMBER NO 10 AND 11 THE SHAREHOLDERS
MEETING DELEGATES TO THE BOARD OF DIRECTORS ALL POWERS
IN ORDER TO INCREASE THE SHARE CAPITAL BY WAY OF
CAPITALIZING, IN 1 OR MORE OCCASIONS AND AT ITS SOLE
DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR
550,000,000.00 ?AUTHORIZATION IS GIVEN FOR A 26 MONTH
PERIOD? THIS AUTHORIZATION SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING OF 30 MAY 2006 IN ITS RESOLUTION
NUMBER 15; THE SHAREHOLDERS MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.11: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE CAPITAL, ON 1 OR MORE OCCASIONS, IN
FRANCE OR ABROAD, BY ISSUANCE, WITHOUT PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF SHARES AND OR DEBT
SECURITIES THE MAXIMUM NOMINAL AMOUNT OF SHARES WHICH
MAY BE ISSUED SHALL NOT EXCEED EUR 100,000,000.00 THE
MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE
ISSUED SHALL NOT EXCEED EUR 6,000,000,000.00
?AUTHORITY IS GRANTED FOR A 26 MONTH ? THIS AMOUNT
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN
RESOLUTION NUMBER 10 THE SHARE HOLDERS MEETING
DECIDES TO CANCEL THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS IN FAVOR OF BENEFICIARIES THIS
AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF
30 MAY 2006 IN ITS RESOLUTION NUMBER 16
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN THE
EVENT OF A CAPITAL INCREASE 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 THIS DELEGATION IS
GRANTED FOR A 26 MONTH PERIOD THIS AMOUNT SHALL COUNT
AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION
NUMBER 10, 11 THIS AUTHORIZATION SUPERSEDES THE
FRACTION; UNUSED OF THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING OF 30 MAY 2006 IN ITS RESOLUTION
NUMBER 17
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, UP TO 10% OF THE SHARE
CAPITAL, BY WAY OF ISSUING SHARES OR SECURITIES GIVING
ACCESS TO THE 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 IS GRANTED FOR A 26
MONTH? THIS AMOUNT SHALL COUNT AGAINST THE OVERALL
VALUE SET FORTH IN RESOLUTION NUMBER 10, 11 THIS
AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF
30 MAY 2006 IN ITS RESOLUTION NUMBER 18; THE
SHAREHOLDERS MEETING DELEGATES ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS, AT
ITS SOLE DISCRETION, IN FAVOR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A
COMPANY SAVINGS PLAN AND FOR AN AMOUNT THAT SHALL NOT
EXCEED 3% OF THE SHARE CAPITAL THIS AMOUNT SHALL
COUNT AGAINST THE OVERALL VALUE SET FORTH IN
RESOLUTION NUMBER 10 AND 11 THE SHAREHOLDERS MEETING
DECIDES TO CANCEL THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS IN FAVOR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A
COMPANY SAVINGS PLAN; THE SHAREHOLDERS MEETING
DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO
OTAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; THIS AUTHORIZATION SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY
THE SHAREHOLDERS MEETING OF 30 MAY 2006 IN ITS
RESOLUTION NUMBER 19 ?AUTHORITY IS GRANTED FOR 26
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS, IN 1 ISSUER YES AGAINST AGAINST
OR MORE TRANSACTIONS, TO BENEFICIARIESTO BE CHOSEN BY
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 4% OF THE SHARE CAPITAL THE
PRESENT ?AUTHORITY IS GRANTED FOR A 26 MONTH PERIOD?
THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET
FORTH IN RESOLUTION NUMBER 10 AND 11 THE SHAREHOLDERS
MEETING DECIDES TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHARE HOLDERS MEETING OF 30 MAY 2006
IN ITS RESOLUTION NUMBER 20
PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS, ON 1 ISSUER YES AGAINST AGAINST
OR MORE OCCASIONS, EXISTING OR FUTURE SHARES, IN
FAVOR OF THE EMPLOYEES OR THE CORPORATE OFFICERS OF
THE COMPANY AND RELATED COMPANIES THEY MAY NOT
REPRESENT MORE THAN 2% OF THE SHARE CAPITAL , THIS
AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN RESOLUTION NUMBER 15, 10 AND 11 THE SHAREHOLDERS
MEETING DECIDES TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 30 MAY 2006 IN
ITS RESOLUTION NUMBER 21 ?AUTHORITY IS GRANTED FOR 26
MONTHS PERIOD?
PROPOSAL #E.17: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
REDUCE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS 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, THIS
?AUTHORIZATION IS GIVEN FOR A 26 MONTH PERIOD?, THE
SHAREHOLDERS MEETING DELEGATES TO THE BOARD OF
DIRECTORS, ALL POWERS TO CHARGE THE SHARE REDUCTION
COSTS AGAINST THE RELATED PREMIUMS, THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 30 MAY 2006 IN
ITS RESOLUTION NUMBER 22
PROPOSAL #E.18: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SOCIETE GENERALE, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE ANNUAL FINANCIAL STATEMENTS ISSUER YES FOR FOR
FOR THE FINANCIAL YEAR CLOSED ON 31 DEC 2007
PROPOSAL #O.2: APPROVE THE ALLOCATION OF THE RESULT ISSUER YES FOR FOR
AND FIXING OF THE DIVIDEND
PROPOSAL #O.3: APPROVE THE CONSOLIDATE FINANCIAL ISSUER YES FOR FOR
STATEMENTS FOR THE FY CLOSED ON 31 DEC 2007
PROPOSAL #O.4: APPROVE THE CONVENTIONS BY THE SPECIAL ISSUER YES FOR FOR
REPORT OF AUDITOR
PROPOSAL #O.5: APPROVE TO RENEW THE MANDATE OF MR. ISSUER YES FOR FOR
PHILIPPE CITERNE AS A ADMINISTRATOR
PROPOSAL #O.6: APPROVE TO RENEW THE MANDATE OF MR. ISSUER YES FOR FOR
MICHEL CICUREL AS A ADMINISTRATOR
PROPOSAL #O.7: APPROVE TO RENEW THE MANDATE OF MR. LUC ISSUER YES FOR FOR
VANDEVELDE AS A ADMINISTRATOR
PROPOSAL #O.8: APPOINT THE MRS. NATHALIE RACHOU AS A ISSUER YES FOR FOR
ADMINISTRATOR
PROPOSAL #O.9: AUTHORIZE THE COMPANY TO BUY AND SELL ISSUER YES AGAINST AGAINST
ITS OWN SHARES WITHIN THE LIMIT OF 10 %OF THE CAPITAL
PROPOSAL #E.10: AUTHORIZE THE BOARD OF DIRECTORS, FOR ISSUER YES FOR FOR
26 MONTHS, TO INCREASE CAPITAL WITH MAINTENANCE OF THE
SUBSCRIPTION RIGHT, I) BY ISSUANCE OF ORDINARY SHARES
OR ANY OTHER TRANSFERABLE SECURITIES GIVING ACCESS TO
THE CAPITAL OF THE COMPANY OR AFFILIATED COMPANIES,
FOR A MAXIMUM AMOUNT OF EUR 220 MILLIONS, THAT IS 30.2
% OF THE CAPITAL, WITH IMPUTATION ON THIS AMOUNT OF
THOSE FIXED IN THE 11TH TO 16TH RESOLUTIONS, II)
AND/OR BY INCORPORATION FOR A MAXIMUM AMOUNT OF 550
MILLIONS
PROPOSAL #E.11: AUTHORIZE THE BOARD OF DIRECTORS, FOR ISSUER YES FOR FOR
26 MONTHS, TO INCREASE CAPITAL WITH CANCELLATION OF
THE SUBSCRIPTION RIGHT, BY ISSUANCE OF ORDINARY SHARES
OR ANY OTHER TRANSFERABLE SECURITIES GIVING ACCESS TO
THE CAPITAL, FOR A MAXIMUM AMOUNT OF EUR 100
MILLIONS, THAT IS 13.7 % OF THE CAPITAL, WITH
IMPUTATION OF THIS AMOUNT OF THE ONE FIXED IN THE
RESOLUTION 10 AND IMPUTATION ON THIS AMOUNT OF THOSE
FIXED ON RESOLUTIONS 12 AND 16
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS, FOR ISSUER YES FOR FOR
26 MONTHS, TO INCREASE THE NUMBER OF SHARES TO ISSUE
IN THE EVENT OF AN ADDITIONAL DEMAND DURING A CAPITAL
INCREASE WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION
RIGHT, WITHIN A LIMIT OF 15 % OF THE INITIAL ISSUANCE,
AND WITH THE LIMITS FIXED ON THE RESOLUTIONS 10 AND 11
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS, FOR ISSUER YES FOR FOR
26 MONTHS, TO INCREASE CAPITAL WITHIN THE LIMIT OF 10
% OF THE CAPITAL AND WITH THE LIMITS FIXED ON THE
RESOLUTIONS 10 AND 11 RESOLUTION, TO REMUNERATE
CONTRIBUTIONS IN KIND OF SECURITIES GIVING ACCESS TO
THE CAPITAL OF THIRD COMPANIES, EXCEPT WITHIN THE
CONTEXT OF A PUBLIC EXCHANGE OFFER
PROPOSAL #E.14: AUTHORIZE BOARD OF DIRECTORS, FOR 26 ISSUER YES FOR FOR
MONTHS, TO PROCEED IN CAPITAL INCREASES OR SALES
OPERATIONS RESERVED TO MEMBERS OF A COMPANY/GROUP
SAVING PLANS WITHIN THE LIMIT OF 3 % OF THE CAPITAL
AND THE WITH THE LIMITS FIXED ON THE RESOLUTIONS 10
AND 11
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS, FOR ISSUER YES AGAINST AGAINST
26 MONTHS, TO ALLOCATE SUBSCRIPTION/BUYOPTION OF
SHARES WITHIN THE LIMIT OF 4 % WITH A LIMIT OF 0.20 %
FOR THE SOCIAL AGENTS MANAGERS OF THE CAPITAL AND THE
WITH THE LIMITS FIXED ON THE RESOLUTIONS 10 AND 11
PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS, FOR ISSUER YES AGAINST AGAINST
26 MONTH, TO ALLOCATE FREE EXISTING/TO BE ISSUED
SHARES, WITHIN THE LIMIT OF 2 % OF THE CAPITAL AND THE
WITH THE LIMITS FIXED ON THE RESOLUTIONS 10, 11 AND 15
PROPOSAL #E.17: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
CANCEL COMPANY'S OWN SHARES, WITHIN THE LIMIT OF 10 %
PER PERIOD OF 24 MONTHS
PROPOSAL #E.18: GRANT AUTHORITY FOR THE ACCOMPLISHMENT ISSUER YES FOR FOR
OF FORMALITIES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SOLVAY SA, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE SPECIAL BOARD REPORT ISSUER NO N/A N/A
PROPOSAL #2.1: AMEND THE ARTICLE REGARDING THE ISSUER NO N/A N/A
AUTHORITY OF THE BOARD TO REPURCHASE SHARES IN THE
EVENT OF A PUBLIC TENDER OFFER OR SHARE EXCHANGE OFFER
PROPOSAL #2.2: AMEND THE ARTICLE REGARDING THE ISSUER NO N/A N/A
AUTHORITY TO REPURCHASE UP TO 10% OF ISSUED SHARE
CAPITAL
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SOLVAY SA, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: MANAGEMENT REPORTS ON THE OPERATIONS OF ISSUER NO N/A N/A
THE 2007 FY-EXTERNAL AUDITOR'S REPORTS
PROPOSAL #2.: REPORT ON CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #3.: CONSOLIDATED ACCOUNTS OF THE 2007 FY ISSUER NO N/A N/A
PROPOSAL #4.: APPROVE THE ANNUAL ACCOUNTS OF THE 2007 ISSUER NO N/A N/A
FY-THE ALLOCATION OF PROFITS AND DIVIDEND DISTRIBUTION
AND THE GROSS DIVIDEND DISTRIBUTION FOR FULLY-PAID
SHARES AT EUR 2.9333, OR EUR 2.20 ?NET OF BELGIAN
WITHHOLDING TAX?; IN VIEW OF THE EUR 0.85 ?NET OF
BELGIAN WITHHOLDING TAX? INTERIM DIVIDEND PAID ON 17
JAN 2008, THE BALANCE OF THE DIVIDEND TO BE
DISTRIBUTED AMOUNTS TO EUR 1.35 EUR ?NET OF BELGIAN
WITHHOLDING TAX?, PAYABLES AS OF 20 MAY 2008
PROPOSAL #5.1: GRANT DISCHARGE TO THE DIRECTORS IN ISSUER NO N/A N/A
OFFICE DURING THE 2007 FY FOR OPERATIONS FALLING
WITHIN THAT PERIOD
PROPOSAL #5.2: GRANT DISCHARGE TO THE EXTERNAL AUDITOR ISSUER NO N/A N/A
IN OFFICE DURING THE 2007 FY FOR OPERATIONS FALLING
WITHIN THAT PERIOD
PROPOSAL #6.A: RE-ELECT MR. JEAN MARIE SOLVAY AS A ISSUER NO N/A N/A
DIRECTOR FOR A NEW TERM OF OFFICE OF 4 YEARS, WHOSE
TERM OF OFFICE EXPIRES IMMEDIATELY AFTER THE AGM OF
MAY 2012
PROPOSAL #6.B: APPOINT MR. JEAN MARIE SOLVAY AS A ISSUER NO N/A N/A
INDEPENDENT DIRECTOR WITHIN THE BOARD OF DIRECTORS,
DURING ITS MEETING OF 03 MAR 2008, THE WORKS COUNCIL
OF SOLVAY S.A. BRUSSELS WAS INFORMED ABOUT IT,
ACCORDING TO THE ARTICLE 524 OF THE CODE OF
COMPANIES;?ON THE BASIS OF THE OF THE CRITERIA TO BE
SATISFIED TO BE DEEMED AN INDEPENDENT DIRECTOR-SEE THE
CORPORATE GOVERNANCE REPORT 2007, CHAPTER 4.3.4?
PROPOSAL #7.: ANY OTHER BUSINESS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: STANDARD BANK GROUP LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/3/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, WITH OR WITHOUT MODIFICATION, ISSUER YES FOR FOR
THE SCHEME OF ARRANGEMENT PROPOSED BY INDUSTRIAL AND
COMMERCIAL BANK OF CHINA LIMITED BETWEEN THE APPLICANT
AND ITS SHAREHOLDERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: STANDARD BANK GROUP LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/3/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, SUBJECT TO THE SCHEME OF ISSUER YES FOR FOR
ARRANGEMENT ?SCHEME? IN TERMS OF SECTION 311 OF THE
COMPANIES ACT, 1973, AS AMENDED ?COMPANIES ACT?,
PROPOSED BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA
LIMITED ?ICBC? BETWEEN THE COMPANY AND ITS ORDINARY
SHAREHOLDERS, UPON THE IMPLEMENTATION OF WHICH ICBC
WILL ACQUIRE THAT NUMBER OF STANDARD BANK GROUP
ORDINARY SHARES THAT REPRESENTS 11.11% OF THE STANDARD
BANK GROUP ORDINARY SHARES HELD BY STANDARD BANK
GROUP ORDINARY SHAREHOLDERS AND AGAINST PAYMENT OF THE
SCHEME CONSIDERATION ?AS SPECIFIED? AND
SIMULTANEOUSLY WITH THE ACQUISITION OF OWNERSHIP OF
THE SCHEME SHARES ?AS DEFINED IN THE SCHEME?,
AUTHORIZE THE DIRECTORS OF THE COMPANY AS A SPECIFIC
AUTHORITY IN TERMS OF SECTION 221 OF THE COMPANIES
ACT, AND IN TERMS OF THE LISTINGS REQUIREMENTS OF THE
JSE LIMITED TO ISSUE FOR CASH TO ICBC SO MANY ORDINARY
PAR VALUE SHARES OF ZAR 0.10 EACH IN THE SHARE
CAPITAL OF THE COMPANY AS SHALL REPRESENT 11.11% OF
THE ORDINARY SHARES IN ISSUE ON THE DATE OF THE
ACQUISITION OF OWNERSHIP OF THE SCHEME SHARES, FOR A
SUBSCRIPTION PRICE PER ORDINARY SHARE OF ZAR 104.58,
AND AUTHORIZE ANY DIRECTOR OR THE SECRETARY OR THE
CHIEF FINANCIAL OFFICER OF THE COMPANY, FOR THE TIME
BEING, ON BEHALF OF THE COMPANY, TO DO OR CAUSE ALL
SUCH THINGS TO BE DONE AND TO SIGN ALL DOCUMENTATION
AS MAY BE NECESSARY TO GIVE EFFECT TO THIS RESOLUTION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: STANDARD BANK GROUP LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE AND ADOPT THE ANNUAL FINANCIAL ISSUER YES FOR FOR
STATEMENTS FOR THE YE 31 DEC 2007, INCLUDING THE
REPORTS OF THE DIRECTORS AND AUDITORS
PROPOSAL #O.2: APPROVE THE FEES PAYABLE TO THE NON- ISSUER YES FOR FOR
EXECUTIVE DIRECTORS FOR 2008
PROPOSAL #O.2.1: APPROVE THE PROPOSED FEES PAYABLE TO ISSUER YES FOR FOR
THE NON-EXECUTIVE DIRECTORS FOR 2008: CHAIRMAN OF
STANDARD BANK GROUP- ZAR 3,272,947 PER ANNUM
PROPOSAL #O.2.2: APPROVE THE PROPOSED FEES PAYABLE TO ISSUER YES FOR FOR
THE NON-EXECUTIVE DIRECTORS FOR 2008: DIRECTOR OF
STANDARD BANK GROUP- ZAR 128,000 PER ANNUM
PROPOSAL #O.2.3: APPROVE THE PROPOSED FEES PAYABLE TO ISSUER YES FOR FOR
THE NON-EXECUTIVE DIRECTORS FOR 2008: INTERNATIONAL
DIRECTOR OF STANDARD BANK GROUP- EUR 30,100 PER ANNUM
PROPOSAL #O.2.4: APPROVE THE PROPOSED FEES PAYABLE TO ISSUER YES FOR FOR
THE NON-EXECUTIVE DIRECTORS FOR 2008: GROUP CREDIT
COMMITTEE: MEMBER- ZAR 12,500 PER MEETING
PROPOSAL #O.2.5: APPROVE THE PROPOSED FEES PAYABLE TO ISSUER YES FOR FOR
THE NON-EXECUTIVE DIRECTORS FOR 2008: DIRECTORS
AFFAIRS COMMITTEE: CHAIRMAN- ZAR 80,000 PER ANNUM;
MEMBER- ZAR 40,000 PER ANNUM
PROPOSAL #O.2.6: APPROVE THE PROPOSED FEES PAYABLE TO ISSUER YES FOR FOR
THE NON-EXECUTIVE DIRECTORS FOR 2008: GROUP RISK AND
CAPITAL MANAGEMENT COMMITTEE: CHAIRMAN- ZAR 200,000
PER ANNUM; MEMBER- ZAR 100,000 PER ANNUM
PROPOSAL #O.2.7: APPROVE THE PROPOSED FEES PAYABLE TO ISSUER YES FOR FOR
THE NON-EXECUTIVE DIRECTORS FOR 2008: GROUP
REMUNERATION COMMITTEE: CHAIRMAN- ZAR 136,000 PER
ANNUM; MEMBER- ZAR 62,500 PER ANNUM
PROPOSAL #O.2.8: APPROVE THE PROPOSED FEES PAYABLE TO ISSUER YES FOR FOR
THE NON-EXECUTIVE DIRECTORS FOR 2008: GROUP
REMUNERATION COMMITTEE: CHAIRMAN- ZAR 108,000 PER
ANNUM; MEMBER-ZAR 54,000 PER ANNUM
PROPOSAL #O.2.9: APPROVE THE PROPOSED FEES PAYABLE TO ISSUER YES FOR FOR
THE NON-EXECUTIVE DIRECTORS FOR 2008: GROUP AUDIT
COMMITTEE: CHAIRMAN- ZAR 254,000 PER ANNUM; MEMBER-
ZAR 117,000 PER ANNUM
PROPOSAL #O2.10: APPROVE THE PROPOSED FEES PAYABLE TO ISSUER YES FOR FOR
THE NON-EXECUTIVE DIRECTORS FOR 2008: AD HOC MEETING
ATTENDANCE- ZAR 12500 PER MEETING
PROPOSAL #O.3.1: ELECT MR. KAISHENG YANG AS A DIRECTOR ISSUER YES FOR FOR
RETIRE BY ROTATION IN ACCORDANCE WITH THE PROVISIONS
OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #O.3.2: ELECT MR. YAGAN LIU AS A DIRECTOR ISSUER YES FOR FOR
RETIRE BY ROTATION IN ACCORDANCE WITH THE PROVISIONS
OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #O.3.3: ELECT MR. DOUG BAND AS A DIRECTOR ISSUER YES FOR FOR
RETIRE BY ROTATION IN ACCORDANCE WITH THE PROVISIONS
OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #O.3.4: ELECT MR. KOOSUM KALYAN AS A DIRECTOR ISSUER YES FOR FOR
RETIRE BY ROTATION IN ACCORDANCE WITH THE PROVISIONS
OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #O.3.5: ELECT MR. SAKI MACOZOMA AS A DIRECTOR ISSUER YES FOR FOR
RETIRE BY ROTATION IN ACCORDANCE WITH THE PROVISIONS
OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #O.3.6: ELECT MR. RICK MENELL AS A DIRECTOR ISSUER YES FOR FOR
RETIRE BY ROTATION IN ACCORDANCE WITH THE PROVISIONS
OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #O.3.7: ELECT MR. ADV KGOMOTSO MOROKA AS A ISSUER YES FOR FOR
DIRECTOR RETIRE BY ROTATION IN ACCORDANCE WITH THE
PROVISIONS OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #O.3.8: ELECT MR. CYRILL RAMAPHOSA AS A ISSUER YES FOR FOR
DIRECTOR RETIRE BY ROTATION IN ACCORDANCE WITH THE
PROVISIONS OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #O.3.9: ELECT MR. MARTIN SHAW AS A DIRECTOR ISSUER YES FOR FOR
RETIRE BY ROTATION IN ACCORDANCE WITH THE PROVISIONS
OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #O.4.1: RE-APPOINT MR. KOOSUM PARSOTAM KALYAN ISSUER YES AGAINST AGAINST
?KALYAN? AS A DIRECTOR OF THE COMPANY, THE
PARTICIPATION BY KALYAN IN THE TUTUWA MANAGERS TRUST 1
?MASTERS REFERENCE NUMBER IT 7153/2004? AS A
BENEFICIARY IN RESPECT OF A MAXIMUM OF 125,000
STANDARD BANK GROUP ORDINARY SHARES
PROPOSAL #O.4.2: AUTHORIZE THE DIRECTORS, FOR THE ISSUER YES AGAINST AGAINST
PURPOSE OF CARRYING OUT THE TERMS OF THE STANDARD BANK
EQUITY GROWTH SCHEME ?THE EQUITY GROWTH SCHEME?,
OTHER THAN THOSE WHICH HAVE SPECIFICALLY BEEN
APPROPRIATED FOR THE EQUITY GROWTH SCHEME IN TERMS OF
ORDINARY RESOLUTIONS DULY PASSED AT PREVIOUS AGM'S OF
THE COMPANY SPECIFICALLY PLACED UNDER THE CONTROL OF
THE DIRECTORS, AUTHORIZED TO ALLOT AND ISSUE THOSE
SHARES IN TERMS OF THE EQUITY GROWTH SCHEME
PROPOSAL #O.4.3: AUTHORIZED THE DIRECTORS, FOR THE ISSUER YES AGAINST AGAINST
PURPOSE OF CARRYING OUT THE TERMS OF THE STANDARD BANK
GROUP SHARE INCENTIVE SCHEME ?THE SCHEME?, OTHER THAN
THOSE WHICH HAVE SPECIFICALLY BEEN APPROPRIATED FOR
THE SCHEME IN TERMS OF ORDINARY RESOLUTIONS DULY
PASSED AT PREVIOUS AGM'S OF THE COMPANY SPECIFICALLY
PLACED UNDER THE CONTROL OF THE DIRECTORS, AUTHORIZED
TO ALLOT AND ISSUE THOSE SHARES IN TERMS OF THE SCHEME
PROPOSAL #O.4.4: AUTHORIZED THE DIRECTORS OF THE ISSUER YES FOR FOR
COMPANY, THAT THE UNISSUED ORDINARY SHARES IN THE
AUTHORIZED SHARE CAPITAL OF THE COMPANY ?OTHER THAN
THOSE SPECIFICALLY IDENTIFIED IN ORDINARY RESOLUTIONS
4.2 AND 4.3? PLACED UNDER THE CONTROL OF THE TO ALLOT
AND ISSUE THE ORDINARY SHARES AT THEIR DISCRETION
UNTIL THE NEXT AGM OF THE COMPANY, SUBJECT TO THE
PROVISIONS OF THE COMPANIES ACT, 61 OF 1973, AS
AMENDED, THE BANKS ACT, 94 OF 1990, AS AMENDED AND THE
LISTINGS REQUIREMENTS OF THE JSE LIMITED AND SUBJECT
TO THE AGGREGATE NUMBER OF ORDINARY SHARES ABLE TO BE
ALLOTTED AND ISSUED IN TERMS OF THIS RESOLUTION BEING
LIMITED TO 5% OF THE NUMBER OF ORDINARY SHARES IN
ISSUE AT 31 DEC 2007
PROPOSAL #O.4.5: AUTHORIZED THE SHARE CAPITAL OF THE ISSUER YES FOR FOR
COMPANY THAT THE UNISSUED NON-REDEEMABLE, NON-
CUMULATIVE, NON-PARTICIPATING PREFERENCE SHARES (NON-
REDEEMABLE PREFERENCE SHARES) IN THE PLACED UNDER THE
CONTROL OF THE DIRECTORS OF THE COMPANY TO ALLOT AND
ISSUE THE NON-REDEEMABLE PREFERENCE SHARES AT THEIR
DISCRETION UNTIL THE NEXT AGM OF THE COMPANY, SUBJECT
TO THE PROVISIONS OF THE COMPANIES ACT, 61 OF 1973, AS
AMENDED, THE BANKS ACT, 94 OF 1990, AS AMENDED AND
THE LISTINGS REQUIREMENTS OF THE JSE LIMITED
PROPOSAL #O.4.6: AUTHORIZED THE DIRECTORS OF THE ISSUER YES FOR FOR
COMPANY AND GIVEN A RENEWABLE GENERAL AUTHORITY TO
MAKE PAYMENTS TO SHAREHOLDERS IN TERMS OF SECTION
5.85(B) OF THE LISTINGS REQUIREMENTS OF THE JSE
LIMITED (THE LISTINGS REQUIREMENTS), SUBJECT TO THE
PROVISIONS OF THE COMPANIES ACT, 61 OF 1973, AS
AMENDED (THE COMPANIES ACT), THE BANKS ACT, 94 OF
1990, AS AMENDED AND THE LISTINGS REQUIREMENTS,
INCLUDING, AMONGST OTHERS, THE FOLLOWING REQUIREMENTS:
(A) PAYMENTS TO SHAREHOLDERS IN TERMS OF THIS
RESOLUTION SHALL BE MADE IN TERMS OF SECTION 90 OF THE
COMPANIES ACT AND BE MADE PRO RATA TO ALL
SHAREHOLDERS; (B) IN ANY ONE FINANCIAL YEAR, PAYMENTS
TO SHAREHOLDERS IN TERMS OF THIS RESOLUTION SHALL NOT
EXCEED A MAXIMUM OF 20% OF THE COMPANY'S ISSUED SHARE
CAPITAL, INCLUDING RESERVES BUT EXCLUDING MINORITY
INTERESTS, AND REVALUATIONS OF ASSETS AND INTANGIBLE
ASSETS THAT ARE NOT SUPPORTED BY A VALUATION BY AN
INDEPENDENT PROFESSIONAL EXPERT ACCEPTABLE TO THE JSE
LIMITED PREPARED WITHIN THE LAST 6 MONTHS, MEASURED AS
AT THE BEGINNING OF SUCH FY; AND ?AUTHORITY EXPIRES
AT THE END OF THE NEXT AGM OF THE COMPANY OR FOR 15
MONTHS FROM THE DATE OF THIS RESOLUTION?
PROPOSAL #O.4.7: AMEND THAT THE STANDARD BANK EQUITY ISSUER YES AGAINST AGAINST
GROWTH SCHEME ?THE EQUITY GROWTH SCHEME? AS SPECIFIED
PROPOSAL #S.5.1: AUTHORIZE THE DIRECTORS OF THE ISSUER YES FOR FOR
COMPANY, WITH EFFECT FROM THE DATE OF THIS AGM, AS A
GENERAL APPROVAL IN TERMS OF SECTION 85(2) OF THE
COMPANIES ACT, 61 OF 1973, AS AMENDED ?THE COMPANIES
ACT?, THE ACQUISITION BY THE COMPANY AND, IN TERMS OF
SECTION 89 OF THE COMPANIES ACT, THE ACQUISITION BY
ANY SUBSIDIARY OF THE COMPANY FROM TIME TO TIME, OF
SUCH NUMBER OF ORDINARY SHARES ISSUED BY THE COMPANY
AND AT SUCH PRICE AND ON SUCH OTHER TERMS AND
CONDITIONS AS THE DIRECTORS MAY FROM TIME TO TIME
DETERMINE, SUBJECT TO THE REQUIREMENTS OF THE
COMPANIES ACT, THE BANKS ACT, 94 OF 1990, AS AMENDED
AND THE LISTINGS REQUIREMENTS OF THE J5E LIMITED (THE
LISTINGS REQUIREMENTS), WHICH INCLUDE, AMONGST OTHERS,
THE FOLLOWING: ANY SUCH ACQUISITION WILL BE
IMPLEMENTED THROUGH THE ORDER BOOK OPERATED BY THE
TRADING SYSTEM OF THE JSE LIMITED AND DONE WITHOUT ANY
PRIOR UNDERSTANDING OR ARRANGEMENT BETWEEN THE
COMPANY AND THE COUNTERPARTY ?REPORTED TRADES BEING
PROHIBITED?; THE ACQUISITION MUST BE AUTHORIZES BY
THE COMPANY'S ARTICLES OF ASSOCIATION; THE AUTHORITY
IS LIMITED TO THE PURCHASE OF A MAXIMUM OF 10% OF THE
COMPANY'S ISSUED ORDINARY SHARE CAPITAL IN ANY ONE FY;
ACQUISITION MUST NOT BE MADE AT A PRICE MORE THAN 10%
ABOVE THE WEIGHTED AVERAGE OF THE MARKET VALUE FOR
THE ORDINARY SHARES OF THE COMPANY FOR THE FIVE
BUSINESS DAYS IMMEDIATELY PRECEDING THE DATE OF
ACQUISITION AT ANY POINT IN TIME, THE COMPANY MAY ONLY
APPOINT ONE AGENT TO EFFECT ANY REPURCHASE(S) ON THE
COMPANY'S BEHALF; THE COMPANY MAY ONLY ACQUIRE ITS
ORDINARY SHARES IF, AFTER SUCH ACQUISITION, IT STILL
COMPLIES WITH THE SHAREHOLDER SPREAD REQUIREMENTS AS
SET OUT IN THE LISTINGS REQUIREMENTS; THE COMPANY OR
ITS SUBSIDIARY MAY NOT REPURCHASE SECURITIES DURING A
PROHIBITED PERIOD, UNLESS THEY HAVE IN PLACE A
REPURCHASE PROGRAMMED WHERE THE DATES AND QUANTITIES
OF SECURITIES TO BE TRADED DURING THE RELEVANT PERIOD
ARE FIXED (NOT SUBJECT TO ANY VARIATION AND FULL
DETAILS OF THE PROGRAMME HAVE BEEN DISCLOSED IN AN
ANNOUNCEMENT OVER SENS PRIOR TO THE COMMENCEMENT OF
THE PROHIBITED PERIOD; THAT AN ANNOUNCEMENT CONTAINING
FULL DETAILS OF SUCH ACQUISITIONS OF SHARES WILL BE
PUBLISHED AS SOON AS 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
SPECIAL RESOLUTION IS CONSIDERED AND, IF APPROVED,
PASSED, AND FOR EACH 3% IN AGGREGATE OF THE INITIAL
NUMBER ACQUIRED THEREAFTER; AND IN THE CASE CLAN
ACQUISITION BY A SUBSIDIARY OF THE COMPANY AND THE
NUMBER OF SHARES TO BE ACQUIRED, IS NOT MORE THAN 10%
IN THE AGGREGATE OF THE NUMBER OF ISSUED SHARES OF THE
COMPANY ?AUTHORITY EXPIRES WHICHEVER IS EARLIER UNTIL
THE NEXT AGM OF THE COMPANY OR 15 MONTHS FROM THE
DATE ON WHICH THIS RESOLUTION IS PASSED?
PROPOSAL #S.5.2: AMEND THE ARTICLES OF ASSOCIATION, BY ISSUER YES FOR FOR
THE DELETION OF ARTICLE 184.2.7 AND REPLACING IT WITH
THE NEW ARTICLE 184.2.7 AND AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: STATOILHYDRO ASA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE GENERAL MEETING BY THE ISSUER YES FOR FOR
CHAIR OF THE CORPORATE ASSEMBLY
PROPOSAL #2.: ELECT THE CHAIR OF THE MEETING ISSUER YES FOR FOR
PROPOSAL #3.: APPROVE THE NOTICE AND THE AGENDA ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE THE REGISTRATION OF ATTENDING ISSUER YES FOR FOR
SHAREHOLDERS AND PROXIES
PROPOSAL #5.: ELECT A PERSON TO CO-SIGN THE MINUTES ISSUER YES FOR FOR
TOGETHER WITH THE CHAIR OF THE MEETING
PROPOSAL #6.: APPROVE THE ANNUAL REPORTS AND ACCOUNTS ISSUER YES FOR FOR
FOR STATOILHYDRO ASA AND THE STATOILHYDRO GROUP FOR
2007, INCLUDING THE BOARD OF DIRECTORS AND THE
DISTRIBUTION OF THE DIVIDEND OF NOK 8.50 PER SHARE FOR
2007 OF WHICH THE ORDINARY DIVIDEND IS NOK 4.20 PER
SHARE AND A SPECIAL DIVIDEND OF NOK 4.30 PER SHARE
PROPOSAL #7.: APPROVE TO DETERMINE THE REMUNERATION ISSUER YES FOR FOR
FOR THE COMPANY'S AUDITOR
PROPOSAL #8.: ELECT THE MEMBERS TO THE CORPORATE ISSUER YES AGAINST AGAINST
ASSEMBLY
PROPOSAL #9.: ELECT A MEMBER TO THE NOMINATION ISSUER YES FOR FOR
COMMITTEE
PROPOSAL #10.: APPROVE TO DETERMINE THE REMUNERATION ISSUER YES FOR FOR
FOR THE CORPORATE ASSEMBLY
PROPOSAL #11.: APPROVE TO DETERMINE THE REMUNERATION ISSUER YES FOR FOR
FOR THE NOMINATION COMMITTEE
PROPOSAL #12.: RECEIVE THE STATEMENT ON REMUNERATION ISSUER YES FOR FOR
AND OTHER EMPLOYMENT TERMS FOR CORPORATE EXECUTIVE
COMMITTEE
PROPOSAL #13.: GRANT AUTHORITY TO ACQUIRE STATOILHYDRO ISSUER YES AGAINST AGAINST
SHARES IN THE MARKET IN ORDER TO CONTINUE
IMPLEMENTATION OF THE SHARE SAVING PLAN FOR EMPLOYEES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: STORA ENSO CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE ACCOUNTS ISSUER YES FOR FOR
PROPOSAL #2.: APPROVE THE ACTIONS ON PROFIT OR LOSS ISSUER YES FOR FOR
AND TO PAY A DIVIDEND OF EUR 0.45 PER SHARE
PROPOSAL #3.: APPROVE THE DIVIDEND PAYMENT ISSUER YES FOR FOR
PROPOSAL #4.: GRANT DISCHARGE FROM LIABILITY ISSUER YES FOR FOR
PROPOSAL #5.: APPROVE THE NUMBER OF THE BOARD MEMBERS ISSUER YES FOR FOR
PROPOSAL #6.: APPROVE THE NUMBER OF THE AUDITOR(S) ISSUER YES FOR FOR
PROPOSAL #7.: APPROVE THE REMUNERATION OF THE BOARD ISSUER YES AGAINST AGAINST
MEMBERS
PROPOSAL #8.: APPROVE THE REMUNERATION OF THE ISSUER YES AGAINST AGAINST
AUDITOR(S)
PROPOSAL #9.: ELECT THE BOARD ISSUER YES FOR FOR
PROPOSAL #10.: ELECT THE AUDITOR(S) ISSUER YES FOR FOR
PROPOSAL #11.: APPOINT THE NOMINATION COMMITTEE ISSUER YES AGAINST AGAINST
PROPOSAL #12.: AMEND THE ARTICLE OF ASSOCIATION ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SUEZ SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/6/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS; AND APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE 2007, AS PRESENTED
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND AUDITORS; AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM
PRESENTED TO THE MEETING
PROPOSAL #O.3: APPROVE THE NET INCOME FOR THE 2007 FY ISSUER YES FOR FOR
IS OF EUR 5,760,911,877.77 AND THE RETAINED EARNINGS
OF EUR 0.00, THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS AND RESOLVES THAT THE INCOME FOR THE FY BE
APPROPRIATED AS FOLLOWS: STATUTORY DIVIDEND ?EUR 0.10
PER SHARE?: EUR 130,704,352.00 ADDITIONAL DIVIDEND
?EUR 1.26 PER SHARE? EUR 1,646,874,837.72 DIVIDENDS:
EUR 1,777,579,189.92, OTHER RESERVES ACCOUNT: EUR
3,983,332,687.85; THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 1.36 PER SHARE, AND WILL ENTITLE TO
THE 40 % DEDUCTION PROVIDED BY THE FRENCH TAX CODE,
THIS DIVIDEND WILL BE PAID ON 14 MAY 2008, AS REQUIRED
BY LAW, IT IS REMINDED THAT, FOR THE LAST 3 FY, THE
DIVIDENDS PAID, WERE AS FOLLOWS: EUR 0.79 FOR FY 2004
EUR 1.00 FOR FY 2005, EUR 1.20 FOR FY 2006
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.38 OF
THE FRENCH COMMERCIAL CODE; AND APPROVE THE
AGREEMENTS ENTERED INTO OR WHICH REMAINED IN FORCE
PROPOSAL #O.5: APPOINT MR. EDMOND ALPHANDERY AS A ISSUER YES FOR FOR
DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.6: APPOINT MR. RENE CARRON AS A DIRECTOR ISSUER YES AGAINST AGAINST
FOR A 4-YEAR PERIOD
PROPOSAL #O.7: APPOINT MR. ETIENNE DAVIGNON AS A ISSUER YES AGAINST AGAINST
DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.8: APPOINT MR. ALBERT FRERE AS A DIRECTOR ISSUER YES AGAINST AGAINST
FOR A 4-YEAR PERIOD
PROPOSAL #O.9: APPOINT MR. JEAN PEYRELEVADE AS A ISSUER YES AGAINST AGAINST
DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.10: APPOINT MR. THIERRY DE RUDDER AS A ISSUER YES AGAINST AGAINST
DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.11: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
TRADE IN THE COMPANY SHARES ON THE STOCK MARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 60.00, MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED: 10% OF THE SHARE CAPITAL, MAXIMUM FUNDS
INVESTED IN THE SHARE BUYBACKS: EUR 7,500,000,000.00,
THE NUMBER OF SHARES ACQUIRED BY THE COMPANY WITH A
VIEW TO THEIR RETENTION OR THEIR SUBSEQUENT DELIVERY
IN PAYMENT OR EXCHANGE, AS PART OF AN EXTERNAL GROWTH
OPERATION , CANNOT EXCEED 5% OF ITS CAPITAL;
?AUTHORITY EXPIRES AT THE END OF 18 MONTH PERIOD?; IT
SUPERSEDES THE AUTHORIZATION GRANTED BY THE COMBINED
SHAREHOLDERS MEETING OF 04 MAY 2007 IN ITS RESOLUTION
10; DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER YES FOR FOR
ORDER TO INCREASE THE SHARE CAPITAL, IN 1 OR MORE
OCCASIONS AND AT ITS SOLE DISCRETION: UP TO A MAXIMUM
NOMINAL AMOUNT OF EUR 500,000,000.00 BY WAY OF ISSUING
ORDINARY SHARES AND, OR ANY SECURITIES, EVEN DEBT
SECURITIES, GIVING ACCESS TO SHARES OF THE COMPANY OR
SUBSIDIARIES ?THE PAR VALUE OF THE SHARES ISSUED IN
ACCORDANCE WITH RESOLUTION 13 SHALL COUNT AGAINST THIS
AMOUNT?, UP TO A MAXIMUM NOMINAL AMOUNT OF EUR
500,000,000.00 BY WAY OF CAPITALIZING PREMIUMS,
RESERVES, PROFITS AND, OR OTHER MEANS, PROVIDED THAT
SUCH CAPITALIZATION IS ALLOWED BY LAW AND UNDER THE BY
LAWS, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS
SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING
SHARES ? THE PAR VALUE OF THE DEBT SECURITIES ISSUED
IN ACCORDANCE WITH RESOLUTION 13 AND 14 SHALL COUNT
AGAINST THIS AMOUNT?, ?AUTHORITY EXPIRES AT THE END OF
26 MONTH PERIOD?; IT SUPERSEDES THE AUTHORIZATIONS
GRANTED BY THE COMBINED SHAREHOLDERS MEETING OF 05
MAY 2006, IF ITS RESOLUTION 7
PROPOSAL #E.13: AUTHORIZE TO THE BOARD OF DIRECTORS ISSUER YES FOR FOR
THE NECESSARY POWERS TO INCREASE THE CAPITAL, 1 OR
MORE OCCASIONS, IN FRANCE OR ABROAD, BY ISSUANCE,
WITHOUT PRE EMPTIVE SUBSCRIPTION RIGHTS, OF ORDINARY
SHARES AND, OR ANY SECURITIES ?EVEN DEBT SECURITIES?
GIVING ACCESS TO SHARES OF THE COMPANY OR SUBSIDIARIES
OR, SHARES OF THE COMPANY TO WHICH SHALL GIVE RIGHT
SECURITIES TO BE ISSUED BY SUBSIDIARIES THE MAXIMUM
NOMINAL AMOUNT OF SHARES WHICH MAY BE ISSUED SHALL NOT
EXCEED EUR 500,000,000.00 ?THE PAR VALUE OF THE DEBT
SECURITIES ISSUED IN ACCORDANCE WITH RESOLUTIONS 12,
SHALL COUNT AGAINST THIS AMOUNT? 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 MONTH PERIOD? IT SUPERSEDES THE
AUTHORIZATIONS GRANTED BY THE COMBINED SHAREHOLDERS
MEETING OF 05 MAY 2006, IN ITS RESOLUTION 8
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS THE ISSUER YES FOR FOR
NECESSARY POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE
OCCASIONS, IN FRANCE OR ABROAD, BY ISSUANCE, WITH
PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF HYBRID
DEBT SECURITIES THE MAXIMUM NOMINAL AMOUNT OF THE
ISSUES, IF THE PRESENT DELEGATION IS UTILIZED BY THE
BOARD OF DIRECTORS, SHALL NOT EXCEED EUR
5,000,000,000.00 ?THE PAR VALUE OF THE DEBT SECURITIES
ISSUED IN ACCORDANCE WITH RESOLUTIONS 12 AND 13,
SHALL COUNT AGAINST THIS AMOUNT? ?AUTHORITY EXPIRES AT
THE END OF 26 MONTH PERIOD?; IT SUPERSEDES THE
AUTHORIZATION GRANTED BY THE COMBINED SHAREHOLDERS
MEETING OF 05 MAY 2006 IN ITS RESOLUTION 11
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER YES FOR FOR
PROCEED WITH A SHARE CAPITAL INCREASE, ON 1OR MORE
OCCASIONS, BY WAY OF ISSUING SHARES TO BE PAID IN
CASH, IN FAVOR OF EMPLOYEES OF THE COMPANY AND SOME
RELATED COMPANIES, WHO ARE MEMBERS OF A GROUP SAVINGS
PLAN AND, OR OF A VOLUNTARY SAVINGS PLAN FOR THE
RETIREMENT ?THE EMPLOYEES? ?AUTHORITY EXPIRES AT THE
END OF 26 MONTH PERIOD?; AND FOR A NOMINAL AMOUNT THAT
SHALL NOT EXCEED 2% OF THE SHARE CAPITAL THE
SHAREHOLDERS MEETING DECIDES TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN
FAVOR OF THE BENEFICIARIES ABOVE MENTIONED, TO CANCELS
THE AUTHORIZATION GRANTED BY THE COMBINED
SHAREHOLDERS MEETING OF 05 MAY 2006, IN ITS
RESOLUTION 12
PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER YES FOR FOR
PROCEED WITH A SHARE CAPITAL INCREASE, ON1 OR MORE
OCCASIONS, UP TO A MAXIMUM NOMINAL AMOUNT OF EUR
30,000,000.00, BY ISSUANCE, WITHOUT PRE EMPTIVE
SUBSCRIPTION RIGHTS, OF 15,000,000 NEW SHARES OF A PAR
VALUE OF EUR 2.00 EACH TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR OF ANY
ENTITIES WHICH ONLY SUBSCRIBE, HOLD AND SELL SUEZ
SHARES OR OTHER FINANCIAL INSTRUMENTS THE PRESENT
?AUTHORITY EXPIRES AT THE END OF 18 MONTH PERIOD?; TO
CANCEL THE AUTHORIZATION GRANTED BY THE COMBINED
SHAREHOLDERS MEETING OF 04 MAY 2007, IN ITS
RESOLUTION 12, TO INCREASE THE SHARE CAPITAL IN FAVOR
OF SPRING MULTIPLE 2006 SCA AND, OR ANY COMPANY WHICH
MAY HOLDS OR SELLS SUEZ SHARES; DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.17: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
REDUCE THE SHARE CAPITAL, ON 1 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 ?AUTHORITY EXPIRES AT THE END OF 18 MONTH
PERIOD?, IT SUPERSEDES THE AUTHORIZATION GRANTED BY
THE COMBINED SHAREHOLDERS MEETING OF MAY 04 2007, IN
ITS RESOLUTION 15; DELEGATES ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.18: GRANTS FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
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: 6/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #4.: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR FOR
PROPOSAL #5.: APPROVE ISSUANCE OF NEW SHARE ISSUER YES FOR FOR
ACQUISITION RIGHTS IN THE FORM OF STOCK OPTIONSTO THE
COMPANY'S DIRECTORS
PROPOSAL #6.: APPROVE ISSUANCE OF NEW SHARE ISSUER YES FOR FOR
ACQUISITION RIGHTS IN THE FORM OF STOCK OPTIONSSCHEME
FOR A STOCK-LINKED COMPENSATION PLAN TO THE COMPANY'S
DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SUMITOMO MITSUI FINANCIAL GROUP,INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #5.: APPROVE PAYMENT OF BONUSES TO CORPORATE ISSUER YES FOR FOR
OFFICERS
PROPOSAL #6.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR FOR
CORPORATE OFFICERS
PROPOSAL #7.: APPROVE PROVISION OF RETIREMENT ISSUER YES FOR FOR
ALLOWANCE FOR RETIRING CORPORATE OFFICERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SUN LIFE FINL INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. JAMES C. BAILLIE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT MR. GEORGE W. CARMANY, III AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.3: ELECT MR. JOHN H. CLAPPISON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.4: ELECT MR. DAVID A. GANONG, CM AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.5: ELECT MR. GERMAINE GIBARA AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT MS. KRYSTYNA T. HOEG AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT MR. DAVID W. KERR AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT MR. IDALENE F. KESNER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.9: ELECT MS. MITCHELL M. MERIN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.10: ELECT MR. BERTIN F. NADEAU AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.11: ELECT MR. RONALD W. OSBORNE AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.12: ELECT MR. DONALD A. STEWART AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.: APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR FOR
AUDITOR
PROPOSAL #3.: AMEND THE BY-LAW NO.1 ISSUER YES FOR FOR
PROPOSAL #4.: AMEND THE EXECUTIVE STOCK OPTION PLAN ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SVENSKA CELLULOSA SCA AB
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE AGM AND ELECT MR. SVEN ISSUER YES FOR FOR
UNGER, ATTORNEY AT LAW, AS THE CHAIRMANOF THE MEETING
PROPOSAL #2.: APPROVE THE VOTING LIST ISSUER YES FOR FOR
PROPOSAL #3.: ELECT 2 PERSONS TO CHECK THE MINUTES ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE TO DETERMINE WHETHER THE AGM HAS ISSUER YES FOR FOR
BEEN DULY CONVENED
PROPOSAL #5.: APPROVE THE AGENDA ISSUER YES FOR FOR
PROPOSAL #6.: RECEIVE THE ANNUAL REPORT AND THE ISSUER YES FOR FOR
AUDITOR'S REPORT AND THE CONSOLIDATED FINANCIAL
STATEMENTS AND THE AUDITORS REPORT ON THE
CONSOLIDATED FINANCIAL STATEMENTS
PROPOSAL #7.: SPEECHES BY THE CHAIRMAN OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE PRESIDENT
PROPOSAL #8.A: ADOPT THE INCOME STATEMENT AND THE ISSUER YES FOR FOR
BALANCE SHEET AND THE CONSOLIDATED INCOME STATEMENT
AND THE CONSOLIDATED BALANCE SHEET
PROPOSAL #8.B: APPROVE TO SET THE DIVIDENDS AT SEK ISSUER YES FOR FOR
4.40 PER SHARE AND THE RECORD DATE FOR THE DIVIDEND
WILL BE FRIDAY, 11 APR 2008; PAYMENT THROUGH THE VPC
AB, IS ESTIMATED TO BE MADE ON WEDNESDAY, 16 APR 2008
PROPOSAL #8.C: GRANT DISCHARGE FROM PERSONAL LIABILITY ISSUER YES FOR FOR
OF THE DIRECTORS AND THE PRESIDENT
PROPOSAL #9.: APPROVE TO DETERMINE THE NUMBER OF ISSUER YES FOR FOR
DIRECTORS AT 8 WITHOUT DEPUTY DIRECTORS
PROPOSAL #10.: APPROVE TO DETERMINE THE NUMBER OF ISSUER YES FOR FOR
AUDITORS AT 1 WITHOUT DEPUTY AUDITORS
PROPOSAL #11.: APPROVE THAT THE TOTAL REMUNERATION TO ISSUER YES FOR FOR
THE BOARD OF DIRECTORS AMOUNTS TO SEK 4,600,000,
PROVIDED THAT THE BOARD'S COMMITTEES CONSIST OF THE
SAME NUMBER OF MEMBERS AS THE LAST YEAR; EACH
DIRECTOR, ELECTED BY THE MEETING AND WHO IS NOT
EMPLOYED BY THE COMPANY, IS TO RECEIVE SEK 450,000,
THE CHAIRMAN OF THE BOARD OF DIRECTORS IS TO RECEIVE
SEK 1,350,000, THE MEMBERS OF THE REMUNERATION
COMMITTEE ARE TO RECEIVE ADDITIONAL REMUNERATION OF
SEK 75,000, THE MEMBERS OF THE AUDIT COMMITTEE ARE TO
RECEIVE ADDITIONAL REMUNERATION OF SEK 100,000; THE
CHAIRMAN OF THE AUDIT COMMITTEE IS TO RECEIVE
ADDITIONAL REMUNERATION OF SEK 125,000; AND THE
REMUNERATION TO THE AUDITOR TO BE PAID AS CHARGED
PROPOSAL #12.: RE-ELECT MESSRS. ROLF BORJESSON, SOREN ISSUER YES FOR FOR
GYLL, TOM HEDELIUS, LEIF JOHANSSON, SVERKER MARTIN-
LOF, ANDERS NYREN AND BARBARA MILIAN THORALFSSON AND
ELECT MR. JAN JOHANSSON AS THE DIRECTORS; AND ELECT
MR. SVERKER MARTIN-LOF AS THE CHAIRMAN OF THE BOARD OF
DIRECTORS
PROPOSAL #13.: RE-ELECT THE REGISTERED ACCOUNTING FIRM ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS AB, FOR THE TIME UP TO AND
INCLUDING THE AGM OF 2012
PROPOSAL #14.: APPROVE THAT THE NOMINATION COMMITTEE ISSUER YES FOR FOR
OF THE AGM IN 2009 BE COMPOSED BY THE REPRESENTATIVES
OF THE, NO LESS THAN 4 AND NO MORE THAN 6, LARGEST
SHAREHOLDERS IN TERMS OF VOTING RIGHTS LISTED IN THE
SHAREHOLDERS REGISTER MAINTAINED BY VPC AS OF 29 AUG
2008, AND THE CHAIRMAN OF THE BOARD OF DIRECTORS
PROPOSAL #15.: ADOPT THE SPECIFIED GUIDELINES FOR ISSUER YES FOR FOR
REMUNERATION FOR THE SENIOR MANAGEMENT
PROPOSAL #16.: CLOSING OF THE MEETING ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SYNTHES INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: REPORT ON THE BUSINESS YEAR 2007 ISSUER NO N/A N/A
PROPOSAL #2.: GUEST SPEAKER DR. GIANLUCA MAESTRETTI, ISSUER NO N/A N/A
FREIBURGER SPITAL
PROPOSAL #3.: APPROVE THE REPORT ON THE FY, THE ANNUAL ISSUER YES FOR FOR
ACCOUNTS AND THE CONSOLIDATED ACCOUNTS FOR 2007
PROPOSAL #4.: RECEIVE THE REPORT ON THE DIVIDEND ISSUER NO N/A N/A
APPROVED BY THE BOARD OF DIRECTORS
PROPOSAL #5.A: RE-ELECT DR. ROLAND BROENIMANN TO THE ISSUER YES AGAINST AGAINST
BOARD OF DIRECTORS
PROPOSAL #5.B: RE-ELECT MR. ROBERT BLAND TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS
PROPOSAL #5.C: ELECT MR. AMY WYSS TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS
PROPOSAL #6.: RATIFY THE SELECTION OF ERNST + YOUNG AS ISSUER YES FOR FOR
THE AUDITORS FOR 2008
PROPOSAL #7.: MISCELLANEOUS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TAIWAN SEMICONDUCTOR MFG. CO. LTD.
TICKER: TSM CUSIP: 874039100
MEETING DATE: 6/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO ACCEPT 2007 BUSINESS REPORT AND ISSUER YES FOR FOR
FINANCIAL STATEMENTS.
PROPOSAL #02: TO APPROVE THE PROPOSAL FOR DISTRIBUTION ISSUER YES FOR FOR
OF 2007 PROFITS.
PROPOSAL #03: TO APPROVE THE CAPITALIZATION OF 2007 ISSUER YES FOR FOR
DIVIDENDS, 2007 EMPLOYEE PROFIT SHARING, AND CAPITAL
SURPLUS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TAYLOR WIMPEY PLC, SOLIHULL WEST MIDLANDS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORTS AND ISSUER YES FOR FOR
ACCOUNTS
PROPOSAL #2.: APPROVE THE DIVIDEND ISSUER YES FOR FOR
PROPOSAL #3.: ELECT MR. PETER REDFERM AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: ELECT MR. BARONESS DEAN OF THOMLON-LE- ISSUER YES FOR FOR
FYLDE AS A DIRECTOR
PROPOSAL #5.: ELECT MR. ANTHONY READING AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.: ELECT MR. IAN SUTCLIFFE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: ELECT MR. DAVID WILLIAMS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8.: RE-ELECT MR. PETER JOHNSON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9.: RE-ELECT MR. ANDREW DOUGAL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR FOR
AUDITORS
PROPOSAL #11.: AUTHORIZE THE DIRECTORS TO ALLOT SHARES ISSUER YES FOR FOR
PROPOSAL #S.12: APPROVE TO DIS-APPLY PRE-EMPTION RIGHTS ISSUER YES FOR FOR
PROPOSAL #S.13: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR FOR
PURCHASE OF ITS SHARES
PROPOSAL #14.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #15.: GRANT AUTHORITY THE POLITICAL ISSUER YES FOR FOR
EXPENDITURE
PROPOSAL #16.: ADOPT THE TAYLOR WIMPEY PERFORMANCE ISSUER YES FOR FOR
SHARE PLAN
PROPOSAL #S.17: ADOPT THE TAYLOR WIMPEY SHARE OPTION ISSUER YES FOR FOR
PLAN
PROPOSAL #S.18: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TECK COMINCO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MESSRS. M.M. ASHAR, J.B. AUNE, ISSUER YES FOR FOR
J.H. BENNETT, H.J. BOLTON, NORMAN B. KEEVIL, NORMAN B.
KEEVIL III, T. KURIYAMA, D.R. LINDSAY, T. MOCHIHARA,
D.G. PANNELL, J.G. RENNIE, W.S.R. SEYFFERT, K.E.
STEEVES AND C.M.T. THOMPSON AS THE DIRECTORS
PROPOSAL #2.: APPROVE PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
THE AUDITORS AND AUTHORIZE THE BOARD TOFIX THEIR
REMUNERATION
PROPOSAL #3.: ADOPT THE NEW GENERAL BY-LAW NO.1 ISSUER YES AGAINST AGAINST
PROPOSAL #4.: ADOPT THE BY-LAW NO.2 ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TELE2 AB
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MR. MARTIN BORRESEN, LAWYER, AS ISSUER YES FOR FOR
THE CHAIRMAN OF THE MEETING
PROPOSAL #2.: APPROVE THE VOTING LIST ISSUER YES FOR FOR
PROPOSAL #3.: APPROVE THE AGENDA ISSUER YES FOR FOR
PROPOSAL #4.: ELECT ONE OR TWO PERSONS TO CHECK AND ISSUER YES FOR FOR
VERIFY THE MINUTES
PROPOSAL #5.: APPROVE TO DETERMINE WHETHER THE MEETING ISSUER YES FOR FOR
HAD BEEN DULY CONVENED
PROPOSAL #6.: RECEIVE THE ANNUAL REPORT AND THE ISSUER YES FOR FOR
AUDITORS REPORT AND THE CONSOLIDATED FINANCIAL
STATEMENTS AND THE AUDITORS REPORT ON THE
CONSOLIDATED FINANCIAL STATEMENTS
PROPOSAL #7.: ADOPT THE INCOME STATEMENTS AND BALANCE ISSUER YES FOR FOR
SHEET AND THE CONSOLIDATED INCOME STATEMENT AND THE
CONSOLIDATED BALANCE SHEET
PROPOSAL #8.: APPROVE AN ORDINARY DIVIDEND OF SEK 3.15 ISSUER YES FOR FOR
PER SHARE AND AN EXTRA DIVIDEND OF SEK 4.70 PER
SHARE, IN TOTAL SEK 7.85 PER SHARE; THE RECORD DATE IS
TO BE 19 MAY 2008
PROPOSAL #9.: GRANT DISCHARGE OF LIABILITY OF THE ISSUER YES FOR FOR
DIRECTORS OF THE BOARD AND THE CHIEF EXECUTIVE OFFICER
PROPOSAL #10.: APPROVE THAT THE BOARD OF DIRECTORS ISSUER YES FOR FOR
SHALL CONSIST OF 8 DIRECTORS WITHOUT ALTERNATE
DIRECTORS
PROPOSAL #11.: APPROVE THAT THE REMUNERATION TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS ?INCLUDING REMUNERATION FOR THE
WORK IN THE COMMITTEES OF THE BOARD OF DIRECTORS?, FOR
THE PERIOD UNTIL THE CLOSE OF THE NEXT AGM, BE A
TOTAL OF SEK 4,975,000, OF WHICH SEK 1,200,000 SHALL
BE ALLOCATED TO THE CHAIRMAN OF THE BOARD AND SEK
450,000 TO EACH OF THE OTHER DIRECTORS; FOR WORK
WITHIN THE AUDIT COMMITTEE SEK 200,000 SHALL BE
ALLOCATED TO THE CHAIRMAN AND SEK 100,000 TO EACH OF
THE MEMBERS AND FOR WORK WITHIN THE REMUNERATION
COMMITTEE SEK 50,000 SHALL BE ALLOCATED TO THE
CHAIRMAN AND SEK 25,000 TO EACH OF THE MEMBERS; AND
THAT THE REMUNERATION TO THE AUDITOR SHALL BE PAID IN
ACCORDANCE WITH AN APPROVED BILL WHICH SPECIFIES TIME,
PERSONS WHO WORKED AND TASKS PERFORMED
PROPOSAL #12.: RE-ELECT MESSRS. MIA BRUNELL LIVFORS, ISSUER YES FOR FOR
VIGO CARLUND, JOHN HEPBURN, MIKE PARTON, JOHN
SHAKESHAFT, CRISTINA STENBECK AND PELLE TORNBERG AS
THE DIRECTORS OF THE BOARD FOR THE PERIOD UNTIL THE
CLOSE OF THE NEXT AGM; APPOINT MR. VIGO CARLUND AS THE
CHAIRMAN OF THE BOARD OF DIRECTORS; AND APPROVE THAT
THE BOARD OF DIRECTORS, AT THE CONSTITUENT BOARD
MEETING, APPOINT A REMUNERATION COMMITTEE AND AN AUDIT
COMMITTEE WITHIN THE BOARD OF DIRECTORS
PROPOSAL #13.: APPOINT DELOITTE AB AS THE AUDITOR WITH ISSUER YES FOR FOR
THE AUTHORIZED PUBLIC ACCOUNTANT MR. JAN BERNTSSON AS
THE MAIN RESPONSIBLE AUDITOR, FOR A PERIOD OF 4 YEARS
PROPOSAL #14.: APPROVE THE PROCEDURE OF THE NOMINATION ISSUER YES FOR FOR
COMMITTEE
PROPOSAL #15.: APPROVE THE SPECIFIED GUIDELINES FOR ISSUER YES FOR FOR
DETERMINING REMUNERATION FOR THE SENIOR EXECUTIVES
PROPOSAL #16.a: ADOPT A PERFORMANCE BASED INCENTIVE ISSUER YES FOR FOR
PROGRAMME ?THE PLAN ? AS SPECIFIED
PROPOSAL #16.b: AUTHORIZE THE BOARD, DURING THE PERIOD ISSUER YES FOR FOR
UNTIL THE NEXT AGM, TO INCREASE THE COMPANY'S SHARE
CAPITAL BY NOT MORE THAN SEK 1,062,500 BY THE ISSUE OF
NOT MORE THAN 850,000 CLASS C SHARES, EACH WITH A
RATIO VALUE OF SEK 1.25; WITH DISAPPLICATION OF THE
SHAREHOLDERS PREFERENTIAL RIGHTS, NORDEA BANK AB
?PUBL? SHALL BE ENTITLED TO SUBSCRIBE FOR THE NEW
CLASS C SHARES AT A SUBSCRIPTION PRICE CORRESPONDING
TO THE RATIO VALUE OF THE SHARES
PROPOSAL #16.c: AUTHORIZE THE BOARD, DURING THE PERIOD ISSUER YES FOR FOR
UNTIL THE NEXT AGM, TO REPURCHASE ITS OWN CLASS C
SHARES; THE REPURCHASE MAY ONLY BE EFFECTED THROUGH A
PUBLIC OFFER DIRECTED TO ALL HOLDERS OF CLASS C SHARES
AND SHALL COMPRISE ALL OUTSTANDING CLASS C SHARES;
THE PURCHASE MAY BE EFFECTED AT A PURCHASE PRICE
CORRESPONDING TO NOT LESS THAN SEK 1.25 AND NOT MORE
THAN SEK 1.35; PAYMENT FOR THE CLASS C SHARES SHALL BE
MADE IN CASH
PROPOSAL #16.d: APPROVE THAT CLASS C SHARES THAT THE ISSUER YES FOR FOR
COMPANY PURCHASES BY VIRTUE OF THE AUTHORIZATION TO
REPURCHASE ITS OWN SHARES IN ACCORDANCE WITH
RESOLUTION 16.C, FOLLOWING RECLASSIFICATION INTO CLASS
B SHARES, MAY BE TRANSFERRED TO PARTICIPANTS IN
ACCORDANCE WITH THE TERMS OF THE PLAN
PROPOSAL #17.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
PASS A RESOLUTION, ON ONE OR MORE OCCASIONS, FOR THE
PERIOD UP UNTIL THE NEXT AGM, ON PURCHASING SO MANY
CLASS A AND/OR CLASS B SHARES THAT THE COMPANY'S
HOLDING DOES NOT AT ANY TIME EXCEED 10 % OF THE TOTAL
NUMBER OF SHARES IN THE COMPANY.; THE PURCHASE OF
SHARES SHALL TAKE PLACE ON THE OMX NORDIC EXCHANGE
STOCKHOLM AND MAY ONLY OCCUR AT A PRICE WITHIN THE
SHARE PRICE INTERVAL REGISTERED AT THAT TIME, WHERE
SHARE PRICE INTERVAL MEANS THE DIFFERENCE BETWEEN THE
HIGHEST BUYING PRICE AND LOWEST SELLING PRICE; AND TO
PASS A RESOLUTION, ON ONE OR MORE OCCASIONS, FOR THE
PERIOD UP UNTIL THE NEXT AGM, ON TRANSFERRING THE
COMPANY'S OWN CLASS A AND/OR CLASS B SHARES ON THE OMX
NORDIC EXCHANGE STOCKHOLM OR IN CONNECTION WITH AN
ACQUISITION OF COMPANIES OR BUSINESSES; THE TRANSFER
OF SHARES ON THE OMX NORDIC EXCHANGE STOCKHOLM MAY
ONLY OCCUR AT A PRICE WITHIN THE SHARE PRICE INTERVAL
REGISTERED AT THAT TIME; THE AUTHORIZATION INCLUDES
THE RIGHT TO RESOLVE ON DISAPPLICATION OF THE
PREFERENTIAL RIGHTS OF SHAREHOLDERS AND THAT PAYMENT
SHALL BE ABLE TO BE MADE IN OTHER FORMS THAN CASH
PROPOSAL #18.: CLOSING OF THE MEETING ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TELEVISION FRANCAISE 1 SA TF1, BOULOGNE BILLANCOURT
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS, THE CHAIRMAN OF THE BOARD OF DIRECTORS AND
THE AUDITORS; APPROVE THE COMPANY'S FINANCIAL
STATEMENTS FOR THE YE 2007, AS PRESENTED ACCORDINGLY,
GRANT PERMANENT DISCHARGE TO THE DIRECTORS FOR THE
PERFORMANCE OF THEIR DUTIES DURING THE SAID FY
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS, THE CHAIRMAN OF THE BOARD OF DIRECTORS AND
THE AUDITORS; AND APPROVE THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED TO
THE MEETING
PROPOSAL #O.3: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
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.4: APPROVE, THE AVAILABLE PROFITS ARE OF ISSUER YES FOR FOR
EUR 302,803,577.81 ?NET INCOME OF 203,747,737.59 AND
RETAINED EARNINGS OF EUR 99,055,840.22?, THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS AND RESOLVES
THAT THE INCOME FOR THE FY BE APPROPRIATED AS
FOLLOWS: TO THE OTHER RESERVES : EUR 15,999,105.58;
DIVIDENDS: EUR 181,398,918.20; THE BALANCE OF EUR
105,405,554.03 TO THE RETAINED EARNINGS, THE SHARE
HOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.85 PER
SHARE, AND WILL ENTITLE TO THE 40% DEDUCTION PROVIDED
BY THE FRENCH TAX CODE; THIS DIVIDEND WILL BE PAID ON
30 APR 2008; THE DIVIDENDS ACCRUING TO THE COMPANY 'S
OWN SHARES, SHALL BE ALLOCATED TO THE RETAINED
EARNINGS ACCOUNT AS REQUIRED BY LAW
PROPOSAL #O.5: RATIFY THE COOPTATION OF MR. NONCE ISSUER YES FOR FOR
PAOLINI AS A DIRECTOR, TO REPLACE MR. PHILIPPE
MONTAGNER WHO RESIGNED, FOR THE REMAINDER OF MR.
PHILIPPE MONTAGNER'S TERM OF OFFICE, I.E. UNTIL THE
SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL
STATEMENTS FOR THE FY 2008
PROPOSAL #O.6: RATIFY THE COOPTATION OF THE SOCIETE ISSUER YES AGAINST AGAINST
FRANCAISE DE PARTICIPATION ET DE GESTION,(SEPG),
REPRESENTED BY MR. PHILIPPE MONTAGNER, AS A DIRECTOR,
TO REPLACE MR. ETIENNE MOUGEOTTE WHO RESIGNED, FOR THE
REMAINDER OF MR. ETIENNE MOUGEOTTE'S TERM OF OFFICE,
I.E. UNTIL THE SHAREHOLDERS MEETING CALLED TO APPROVE
THE FINANCIAL STATEMENTS FOR THE FY 2008
PROPOSAL #O.7: RATIFY THE CO-OPTATION OF THE COMPANY ISSUER YES AGAINST AGAINST
BOUYGUES, REPRESENTED BY MR. PHILIPPE MARIEN AS A
DIRECTOR, TO REPLACE MR. OLIVIER POUPART LAFARGE WHO
RESIGNED, FOR THE REMAINDER OF OLIVIER POUPART
LAFARGE'S TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS
FOR THE FY 2008
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES AGAINST AGAINST
ALAIN POUYAT AS A DIRECTOR FOR A 2-YEAR PERIOD
PROPOSAL #O.9: APPROVE THE NAMES OF THE MANAGING ISSUER YES FOR FOR
MEMBERS OF THE WORKS COMMITTEE, THEIR ELECTION AND
APPOINTMENT AS MANAGING MEMBERS OF THE WORKS COMMITTEE
FOR A 2 YEAR PERIOD
PROPOSAL #O.10: APPOINT THE CABINET KPMG SA AS THE ISSUER YES FOR FOR
STATUTORY AUDITOR, TO REPLACE THE CABINET SALUSTRO
REYDEL WHO RESIGNED, FOR THE REMAINDER OF THE CABINET
SALUSTRO REYDEL'S TERM OF OFFICE, I.E. UNTIL T HE
SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL
STATEMENTS FOR THE FY 2010
PROPOSAL #O.11: APPOINT MR. BERTRAND VIALATTE AS A ISSUER YES FOR FOR
DEPUTY AUDITOR, TO REPLACE MR. MICHEL SAVIOZ WHO
RESIGNED, FOR THE REMAINDER OF MR. MICHEL SAVIOZ'S
TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS MEETING
CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE FY
2010
PROPOSAL #O.12: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST AGAINST
BUY BACK THE COMPANY'S SHARES ON THE OPENMARKET,
SUBJECT TO THE CONDITIONS DESCRIBED: MAXIMUM PURCHASE
PRICE: EUR 35.00, MINIMUM SALE PRICE EUR 13.00,
MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10% OF THE
SHARE CAPITAL, I. E. 21,341,049 SHARES, MAXIMUM FUNDS
INVESTED IN THE SHARE BUYBACKS: EUR 960,347,214. 00;
?AUTHORITY EXPIRES AT THE NEXT GENERAL MEETING, WHICH
WILL DELIBERATE UPON THE ANNUAL FINANCIAL STATEMENTS
FOR FY 2008?; IT SUPERSEDES THE PART UNUSED OF ANY AND
ALL EARLIER AUTHORIZATIONS TO THE SAME EFFECT; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH AL L
NECESSARY FORMALITIES
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
REDUCE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS 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; ?AUTHORITY ENDS
AT THE END OF AN 18 MONTH PERIOD? AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST AGAINST
PROCEED, IN 1 OR MORE ISSUES, WITH THE ISSUANCE OF
EQUITY WARRANTS ?WITH WAIVER OF SHAREHOLDERS PRE
EMPTIVE RIGHTS? IN THE EVENT OF A PUBLIC EXCHANGE
OFFER CONCERNING THE SHARES OF THE COMPANY, AND TO
INCREASE THE CAPITAL BY A MAXIMUM NOMINAL VALUE OF EUR
100,000,000.00, THIS AMOUNT SHALL NOT COUNT AGAINST
THE OVERALL CEILING SET FORTH IN RESOLUTION NO. 18 OF
THE COMBINED SHAREHOLDERS MEETING OF 17 APR 2007; AND
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; THIS DELEGATION SUPERSEDES ANY
AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST AGAINST
GRANT, FOR FREE, ON 1 OR MORE OCCASIONS, EXISTING OR
FUTURE SHARES, WITH WAIVER OF SHAREHOLDERS PRE-
EMPTIVE RIGHTS IN FAVOUR OF THE EMPLOYEES AND OR THE
CORPORATE OFFICERS OF TF1 AND RELATED COMPANIES; THEY
MAY NOT REPRESENT MORE THAN 10% OF THE SHARE CAPITAL
?THE AMOUNT OF T HE CAPITAL INCREASE RESULTING FROM
THE ISSUANCE OF THE SHARES SHALL NOT COUNT AGAINST THE
CEILING SET FORTH IN RESOLUTION NO 18 OF THE COMBINED
SHAREHOLDERS MEETING OF 17 APR 2007 AND NOT AGAINST
THE OTHER CEILINGS SET FORTH BY THE COMBINED
SHAREHOLDERS MEETING OF 17 APR 2007?; ?AUTHORITY
EXPIRES AT THE END OF AN 38 MONTH PERIOD?; IT
SUPERSEDES THE PART UNUSED OF ANY AND ALL EARLIER
AUTHORIZATIONS TO THE SAME EFFECT; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS, FOR ISSUER YES AGAINST AGAINST
AN 18 MONTH PERIOD, TO MAKE USE, IN THEEVENT OF A
PUBLIC OFFER CONCERNING THE COMPANY'S SHARES, OF THE
DELEGATIONS AND AUTHORIZATIONS GRANTED BY THE COMBINED
SHAREHOLDERS MEETING OF 17 APR 2007, TO INCREASE THE
SHARE CAPITAL WITHIN THE CONDITIONS SET FORTH IN
RESOLUTIONS NO. 18, 19, 20, 21, 22, 23, 24 AND 26 OF
THE ABOVE MENTIONED SHAREHOLDERS MEETING
PROPOSAL #E.17: AUTHORIZE THE BEARER OF AN ORIGINAL, A ISSUER YES FOR FOR
COPY OR EXTRACT OF THE MINUTES OF THISMEETING TO
CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER
FORMALITIES PRESCRIBED BY LAW
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TESCO PLC, CHESHUNT
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND REPORTS OF THE ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS FOR THE FYE 23 FEB 2008
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE FYE 23 FEB 2008
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 7.7 PENCE ISSUER YES FOR FOR
PER SHARE RECOMMENDED BY THE DIRECTORS
PROPOSAL #4.: RE-ELECT MR. CHARLES ALLEN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.: RE-ELECT DR. HARALD EINSMANN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #6.: RE-ELECT MR. RODNEY CHASE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: RE-ELECT MS. KAREN COOK AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8.: RE-ELECT SIR TERRY LEAHY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9.: RE-ELECT MR. TIM MASON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10.: REAPPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
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 #11.: APPROVE TO DETERMINE THE REMUNERATION ISSUER YES FOR FOR
OF PRICEWATERHOUSECOOPERS LLP BY THE DIRECTORS
PROPOSAL #12.: AUTHORIZE THE DIRECTOR, IN ACCORDANCE ISSUER YES FOR FOR
WITH SECTION 80 OF THE COMPANIES ACT 1985 (THE ACT),
TO ALLOT RELEVANT SECURITIES ?AS DEFINED IN SECTION
80(2) OF THE ACT? OF THE COMPANY UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 130.8 MILLION ?WHICH IS EQUAL TO
APPROXIMATELY 33% OF THE CURRENT ISSUED SHARE CAPITAL
OF THE COMPANY? ?AUTHORITY EXPIRES ON 27 JUN 2013?;
AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN
OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.13: AUTHORIZE THE DIRECTORS, SUBJECT TO ISSUER YES FOR FOR
AND CONDITIONAL ON THE PASSING OF RESOLUTION 12
PURSUANT TO SECTION 95 OF THE ACT TO ALLOT EQUITY
SECURITIES, FOR CASH PURSUANT TO THE AUTHORITY GIVEN
TO THE DIRECTORS, FOR THE PURPOSES OF SECTION 80 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; B) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 19.6 MILLION; SUBSECTIONS 94(2)
TO 94(7) OF THE ACT APPLY FOR THE INTERPRETATION OF
THIS RESOLUTION AND THIS POWER APPLIES IN RELATION TO
A SALE OF SHARES WHICH IS INCLUDED AS AN ALLOTMENT OF
EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE
ACT AS IF ALL REFERENCES IN THIS RESOLUTION TO ANY
SUCH ALLOTMENT INCLUDED ANY SUCH SALE AND AS IF IN THE
FIRST PARAGRAPH OF THE RESOLUTION THE WORDS PURSUANT
TO THE AUTHORITY CONFERRED ON THE DIRECTORS FOR THE
PURPOSES OF SECTION 80 OF THE ACT WERE OMITTED IN
RELATION TO SUCH SALE; ?AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE COMPANY'S NEXT AGM OR 15
MONTHS FROM THE DATE OF THE PASSING OF THIS
RESOLUTION?; AND THE DIRECTORS MAY ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
PROPOSAL #S.14: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR FOR
PURCHASES ?SECTION 163(3) OF THE ACT? OF MAXIMUM
NUMBER OF ORDINARY SHARES UP TO 784.8 MILLION SHARES
OF 5P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM
PRICE OF 5P AND UP TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE 5
BUSINESS DAYS IMMEDIATELY PRECEDING THE PURCHASE DATE;
AND THE AMOUNT STIPULATED BY ARTICLE 5(1) OF THE BUY-
BACK AND STABILIZATION REGULATION 2003; AND ?AUTHORITY
EXPIRES THE EARLIER OF THE CLOSE NEXT AGM OF THE
COMPANY OR 15 MONTHS FROM THE DATE OF THIS RESOLUTION
IS PASSED?; 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 #15.: AUTHORIZE THE COMPANY AND ALL ISSUER YES FOR FOR
COMPANIES, IN ACCORDANCE WITH SECTION 366 OF THE NEW
ACT, THAT ARE ITS SUBSIDIARIES AT ANYTIME DURING THE
PERIOD FOR WHICH THIS RESOLUTION: ?A? MAKE DONATIONS
TO POLITICAL PARTIES AND / OR INDEPENDENT ELECTION
CANDIDATES, NOT EXCEEDING GBP 100,000 IN TOTAL; ?B?
MAKE POLITICAL DONATIONS TO POLITICAL ORGANIZATIONS,
OTHER THAN POLITICAL PARTIES, NOT EXCEEDING GBP
100,000 IN TOTAL; ?C? INCUR POLITICAL EXPENDITURE NOT
EXCEEDING GBP 100,000 IN TOTAL, DURING THE PERIOD
BEGINNING WITH THE DATE OF THE PASSING OF THIS
RESOLUTION AND ENDING ON THE DATE OF THE COMPANY'S
NEXT AGM; FOR THE PURPOSE OF THIS RESOLUTION THE TERMS
POLITICAL DONATIONS, POLITICAL EXPENDITURE,
INDEPENDENT ELECTION CANDIDATES, POLITICAL PARTIES AND
POLITICAL ORGANIZATION SHALL HAVE THE MEANING GIVEN
BY PART 14 OF THE NEW ACT
PROPOSAL #S.16: ADOPT, WITH IMMEDIATE EFFECT, THE ISSUER YES FOR FOR
ARTICLES OF ASSOCIATION OF THE COMPANY, IN
SUBSTITUTION FOR, AND TO THE EXCLUSION OF THE EXISTING
ARTICLES OF ASSOCIATION OF THE COMPANY; SUBJECT TO
THE PASSING OF RESOLUTION 16(A) AND WITH EFFECT FROM
00.01AM ON 01 OCT 2008 OR SUCH LATER TIME AT WHICH
SECTION 175 OF THE NEW ACT SHALL BE BROUGHT INTO
FORCE, THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY
ADOPTED PURSUANT TO RESOLUTION 16(A) BY THE DELETION
OF ARTICLE 91 AND THE INSERTION OF NEW ARTICLES 91 AND
92, AND THE REMAINING ARTICLES BE NUMBERED AND THE
DELETION OF ARTICLE 99 AND THE INSERTION OF NEW
ARTICLE 100, AS SPECIFIED
PROPOSAL #S.17: APPROVE THE COMPANY'S ANIMAL WELFARE ISSUER YES AGAINST FOR
POLICY ENDORSES THE FIVE FREEDOMS CONCEPT PROPOSED BY
THE FARM ANIMAL WELFARE COUNCIL ?FAWC?, BEING: 1)
FREEDOM FROM HUNGER AND THIRST; 2) FREEDOM FROM
DISCOMFORT; 3) FREEDOM FROM PAIN, INJURY OR DISEASE;
4) FREEDOM TO EXPRESS NORMAL BEHAVIOUR; 5) FREEDOM
FROM FEAR AND DISTRESS; AND ACKNOWLEDGE THE STUDY
PUBLISHED IN FEB 2008 BY KNOWLES, TG ET AL AND FUNDED
BY THE UK DEPARTMENT OF ENVIRONMENT, FOOD AND RURAL
AFFAIRS, ENTITLED LEG DISORDERS IN BROILER CHICKENS:
PREVALENCE, RISK FACTORS AND PREVENTION AND NOTING
THAT THE COMPANY'S ORDER, STOCK AND SALE OF STANDARD
INTENSIVE BROILER CHICKENS ENDORSES AND/OR CONTRIBUTES
TO AN AVERAGE OF 27.6% OF BIRDS HAVING POOR
LOCOMOTION AND 3.3% BEING ALMOST UNABLE TO WALK AT AN
AVERAGE AGE OF 40 DAYS NOTWITHSTANDING A CULLING
PROCESS; THE COMPANY SETS A COMMITMENT WITHIN A FAIR
TIME FRAME TO TAKE APPROPRIATE MEASURES TO ENSURE THAT
CHICKENS PURCHASED FOR SALE BY THE COMPANY ARE
PRODUCED IN SYSTEMS CAPABLE OF PROVIDING THE FIVE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: THE BANK OF YOKOHAMA,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR FOR
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE RETIREMENT ALLOWANCE FOR ISSUER YES AGAINST AGAINST
RETIRING DIRECTORS, AND PAYMENT OF ACCRUED BENEFITS
ASSOCIATED WITH ABOLITION OF RETIREMENT BENEFIT SYSTEM
FOR CURRENT CORPORATE OFFICERS
PROPOSAL #5.: APPROVE PAYMENT OF BONUSES TO CORPORATE ISSUER YES FOR FOR
OFFICERS
PROPOSAL #6.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR FOR
CORPORATE OFFICERS
PROPOSAL #7.: APPROVE DETAILS OF COMPENSATION AS STOCK ISSUER YES FOR FOR
OPTIONS FOR DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: THE SUMITOMO TRUST AND BANKING COMPANY,LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #4.: APPROVE PAYMENT OF BONUSES TO CORPORATE ISSUER YES FOR FOR
OFFICERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: THE TOKYO ELECTRIC POWER COMPANY,INCORPORATED
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROPRIATION OF SURPLUS ISSUER YES FOR FOR
PROPOSAL #2.1: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: ELECTION OF A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #2.10: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.11: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.12: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.13: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.14: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.15: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.16: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.17: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.18: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.19: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.20: ELECTION OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.1: ELECTION OF AN AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.2: ELECTION OF AN AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #3.3: ELECTION OF AN AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.4: ELECTION OF AN AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.5: ELECTION OF AN AUDITOR ISSUER YES FOR FOR
PROPOSAL #4.: SHAREHOLDERS PROPOSAL : APPROPRIATION ISSUER YES AGAINST FOR
OF SURPLUS
PROPOSAL #5.: SHAREHOLDERS PROPOSAL : PARTIAL ISSUER YES AGAINST FOR
AMENDMENTS TO THE ARTICLES OF INCORPORATION (1)
PROPOSAL #6.: SHAREHOLDERS PROPOSAL : PARTIAL ISSUER YES FOR AGAINST
AMENDMENTS TO THE ARTICLES OF INCORPORATION (2)
PROPOSAL #7.: SHAREHOLDERS PROPOSAL : PARTIAL ISSUER YES AGAINST FOR
AMENDMENTS TO THE ARTICLES OF INCORPORATION (3)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: THK CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.13: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.14: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.15: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.16: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE PAYMENT OF BONUSES TO CORPORATE ISSUER YES FOR FOR
OFFICERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TNT NV, 'S GRAVENHAGE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING AND ANNOUNCEMENTS ISSUER NO N/A N/A
PROPOSAL #2.: PRESENTATION BY MR. M.P. BAKKER, CHIEF ISSUER NO N/A N/A
EXECUTIVE OFFICER
PROPOSAL #3.: ANNUAL REPORT 2007 ISSUER NO N/A N/A
PROPOSAL #4.: DISCUSSION OF THE CORPORATE GOVERNANCE ISSUER NO N/A N/A
CHAPTER IN THE ANNUAL REPORT 2007, CHAPTER 6
PROPOSAL #5.: REMUNERATION OF THE BOARD OF MANAGEMENT ISSUER NO N/A N/A
PROPOSAL #6.: ADOPT THE 2007 FINANCIAL STATEMENTS ISSUER YES FOR FOR
PROPOSAL #7.A: DISCUSSION OF THE RESERVES AND DIVIDEND ISSUER NO N/A N/A
GUIDELINES
PROPOSAL #7.B: APPROVE TO DETERMINE AND DISTRIBUTION ISSUER YES FOR FOR
OF DIVIDENDS
PROPOSAL #8.: GRANT DISCHARGE FROM LIABILITY OF THE ISSUER YES FOR FOR
BOARD OF MANAGEMENT
PROPOSAL #9.: GRANT DISCHARGE FROM LIABILITY OF THE ISSUER YES FOR FOR
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #10.A: ANNOUNCEMENT OF VACANCIES IN THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #10.B: OPPORTUNITY FOR GENERAL MEETING OF ISSUER NO N/A N/A
SHAREHOLDERS TO MAKE RECOMMENDATION FOR THE
?RE?APPOINTMENT OF THE MEMBERS OF THE SUPERVISORY BOARD
PROPOSAL #10.C: ANNOUNCEMENT BY THE SUPERVISORY BOARD ISSUER NO N/A N/A
OF THE PERSONS NOMINATED FOR ?RE?APPOINTMENT
PROPOSAL #11.: RE-APPOINT MR. R.J.N. ABRAHAMSEN AS A ISSUER YES FOR FOR
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #12.: APPOINT MR. P.C. KLAVER AS A MEMBER OF ISSUER YES FOR FOR
THE SUPERVISORY BOARD
PROPOSAL #13.: APPOINT MR. G.J. RUIZENDAAL AS A MEMBER ISSUER YES FOR FOR
OF THE SUPERVISORY BOARD
PROPOSAL #14.: ANNOUNCEMENT OF VACANCIES ON THE ISSUER NO N/A N/A
SUPERVISORY BOARD EXPECTED AS PER THE CLOSE OF THE AGM
OF SHAREHOLDERS IN 2009
PROPOSAL #15.: ANNOUNCEMENT OF INTENTION TO REAPPOINT ISSUER NO N/A N/A
MR. M.P. BAKKER AS A MEMBER OF THE BOARD OF MANAGEMENT
AND THE CHAIRMAN OF THE BOARD OF MANAGEMENT
PROPOSAL #16.: ANNOUNCEMENT OF INTENTION TO REAPPOINT ISSUER NO N/A N/A
MS. M.C. LOMBARD AS A MEMBER OF THE BOARD OF MANAGEMENT
PROPOSAL #17.: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER YES FOR FOR
ISSUE ORDINARY SHARES
PROPOSAL #18.: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER YES FOR FOR
LIMIT OR EXCLUDE THE PREEMPTIVE RIGHT TOTHE ISSUANCE
OF ORDINARY SHARES
PROPOSAL #19.: AUTHORIZE THE BOARD OF MANAGEMENT OF ISSUER YES FOR FOR
THE COMPANY TO ACQUIRE ITS OWN SHARES
PROPOSAL #20.: APPROVE TO REDUCE THE ISSUED SHARE ISSUER YES FOR FOR
CAPITAL BY CANCELLATION OF OWN SHARES
PROPOSAL #21.: QUESTIONS ISSUER NO N/A N/A
PROPOSAL #22.: CLOSE ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TOSHIBA CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: APPOINT A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #1.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.13: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.14: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.1: SHAREHOLDERS PROPOSAL : APPOINT A ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #2.2: SHAREHOLDERS PROPOSAL : APPOINT A ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #2.3: SHAREHOLDERS PROPOSAL : APPOINT A ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #2.4: SHAREHOLDERS PROPOSAL : APPOINT A ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #2.5: SHAREHOLDERS PROPOSAL : APPOINT A ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #2.6: SHAREHOLDERS PROPOSAL : APPOINT A ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #2.7: SHAREHOLDERS PROPOSAL : APPOINT A ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #2.8: SHAREHOLDERS PROPOSAL : APPOINT A ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #2.9: SHAREHOLDERS PROPOSAL : APPOINT A ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #2.10: SHAREHOLDERS PROPOSAL : APPOINT A ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #2.11: SHAREHOLDERS PROPOSAL : APPOINT A ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #2.12: SHAREHOLDERS PROPOSAL : APPOINT A ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #2.13: SHAREHOLDERS PROPOSAL : APPOINT A ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #3.: SHAREHOLDERS PROPOSAL : AMEND THE ISSUER YES AGAINST FOR
ARTICLES OF INCORPORATION
PROPOSAL #4.: SHAREHOLDERS PROPOSAL : AMEND THE ISSUER YES AGAINST FOR
ARTICLES OF INCORPORATION
PROPOSAL #5.: SHAREHOLDERS PROPOSAL : AMEND THE ISSUER YES AGAINST FOR
ARTICLES OF INCORPORATION
PROPOSAL #6.: SHAREHOLDERS PROPOSAL : AMEND THE ISSUER YES AGAINST FOR
ARTICLES OF INCORPORATION
PROPOSAL #7.: SHAREHOLDERS PROPOSAL : AMEND THE ISSUER YES AGAINST FOR
ARTICLES OF INCORPORATION
PROPOSAL #8.: SHAREHOLDERS PROPOSAL : AMEND THE ISSUER YES AGAINST FOR
ARTICLES OF INCORPORATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TOTAL SA, COURBEVOIE
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/16/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, AND APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 2007, AS PRESENTED
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE 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 YES FOR FOR
BOARD OF DIRECTORS AND RESOLVES THAT THE INCOME FOR
THE FY BE APPROPRIATED AS FOLLOWS: EARNINGS FOR THE
FY: EUR 5,778,925,418.44, BALANCE AVAILABLE FOR
DISTRIBUTION: EUR 8,275,800,768.51 DIVIDENDS: EUR
4,983,591,440.79 AS RETAINED EARNINGS: EUR
3,292,209,327.72 AS REQUIRED BY LAW, IT IS REMINDED
THAT, FOR THE LAST 3 FY, THE DIVIDENDS PAID, WERE AS
FOLLOWS: EUR 4,426.30 FOR FY 2006, EUR 3,930.90 FOR FY
2005, EUR 3,339.80 FOR FY 2004; THE INTERIM DIVIDEND
OF EUR 1.00 WAS ALREADY PAID ON 16 NOV 2007, THE
REMAINING DIVIDEND OF EUR 1.07 WILL BE PAID ON 23 MAY
2008, AND WILL ENTITLE NATURAL PERSONS TO THE 50%
ALLOWANCE, 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 YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-
38 OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE
AGREEMENTS ENTERED INTO OR WHICH REMAINED IN FORCE
DURING THE FY
PROPOSAL #O.5: APPROVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-
42-1 OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE
COMMITMENTS WHICH ARE AIMED AT IT CONCERNING MR.
THIERRY DESMAREST
PROPOSAL #O.6: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-
42-1 OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE
COMMITMENTS WHICH ARE AIMED AT IT CONCERNING MR.
CHRISTOPHE DE MARGERIE
PROPOSAL #O.7: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET,
SUBJECT TO THE CONDITIONS; THE MAXIMUM PURCHASE PRICE:
EUR 80.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED:
10% OF THE SHARE CAPITAL, MAXIMUM FUNDS INVESTED IN
THE SHARE BUYBACKS: EUR 7,050,558,160.00; ?AUTHORITY
EXPIRES AT THE END OF 18 MONTHS PERIOD?; TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORIZE SUPERSEDES THE FRACTION UNUSED;
AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF
11 MAY 2007 IN ITS RESOLUTION 5
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
M. PAUL DESMARAIS JR. AS A DIRECTOR FOR A 3-YEAR
PROPOSAL #O.9: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
BERTRAND JACQUILLAT AS A DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.10: APPROVE TO RENEW THE APPOINTMENT OF ISSUER YES FOR FOR
MR. LORD PETER LEVENE OF PORTSPOKEN AS A DIRECTOR FOR
A 3-YEAR PERIOD
PROPOSAL #O.11: APPOINT MS. PATRICIA BARBIZET AS A ISSUER YES FOR FOR
DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.12: APPOINT MR. M. CLAUDE MANDIL AS A ISSUER YES FOR FOR
DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
TAKE NECESSARY POWERS TO INCREASE THE CAPITAL, ON 1 OR
MORE OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 2,500,000,000.00 BY ISSUANCE
WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF
SHARES AND OR DEBT SECURITIES; TO INCREASE THE SHARE
CAPITAL, IN 1 OR MORE OCCASIONS AND AT ITS SOLE
DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR
10,000,000,000.00, 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; ?AUTHORITY EXPIRES AT THE END OF 26 MONTHS?;
AND THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL
EARLIER DELEGATIONS TO THE SAME EFFECT
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
TAKE NECESSARY POWERS TO INCREASE THE CAPITAL, ON 1 OR
MORE OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 875,000,000.00 BY ISSUANCE WITH
PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF ORDINARY
SHARES OR DEBT SECURITIES; 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 AMOUNT SHALL COUNT AGAINST
THE OVERALL VALUE SET FORTH IN RESOLUTION 13; AND TO
CHARGE THE SHARE ISSUANCE COSTS 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.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL UP TO 10% OF THE SHARE
CAPITAL, BY WAY OF ISSUING SHARES OR SECURITIES GIVING
ACCESS TO THE 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 END
OF 26 MONTHS?; THIS AMOUNT SHALL COUNT AGAINST THE
OVERALL VALUE SET FORTH IN RESOLUTION 14; AND TO
DECIDE TO CANCEL THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL ON 1 OR MORE OCCASIONS AS
ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A
COMPANY SAVINGS PLAN; ?AUTHORITY EXPIRES AT THE END
OF 26 MONTHS?; THE NOMINAL AMOUNT THAT SHALL NOT
EXCEED EUR 1.5 AND TO DECIDE TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN
FAVOUR OF THE EMPLOYEES FOR WHOM THE CAPITAL INCREASE
IS RESERVED; THIS DELEGATION OF POWERS SUPERSEDES ANY
AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT
PROPOSAL #E.17: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
GRANT, FOR FREE, ON 1 OR MORE OCCASIONS, EXISTING OR
FUTURE SHARES, IN FAVOUR OF THE EMPLOYEES OR THE
CORPORATE OFFICERS OF THE COMPANY AND RELATED
COMPANIES, THEY MAY NOT REPRESENT MORE THAN 0.8% OF
THE SHARE CAPITAL; ?AUTHORITY EXPIRES AT THE END OF 38
MONTHS?; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THIS AUTHORIZE
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 17 MAY 2005 IN
ITS RESOLUTION NO.13
PROPOSAL #A.: PLEASE NOTE THAT THIS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO REMOVE THE TERMS OF OFFICE OF MR.
MANTOINE JEANCOURT GALIGNANI AS A DIRECTOR
PROPOSAL #B.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES FOR AGAINST
PROPOSAL: AMEND THE ARTICLE 12 OF THE BYLAWS
PROPOSAL #C.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: AUTHORIZE THE BOARD OF DIRECTORS TO GRANT,
FOR FREE, ON ONE OR MORE OCCASIONS, EXISTING OR FUTURE
SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE
OFFICERS OF THE COMPANY AND RELATED COMPANIES; THEY
MAY NOT REPRESENT MORE THAN 0.2% OF THE SHARE CAPITAL
?AUTHORITY EXPIRES AT THE END OF 26 MONTH PERIOD?;
THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET
FORTH IN RESOLUTION 13; TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF THE
BENEFICIARIES OF THE SHARES THAT ARE GRANTED; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TOYOTA MOTOR CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR FOR
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.13: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.14: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.15: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.16: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.17: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.18: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.19: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.20: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.21: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.22: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.23: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.24: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.25: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.26: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.27: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.28: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.29: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.30: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: ALLOW BOARD TO AUTHORIZE USE OF STOCK ISSUER YES FOR FOR
OPTIONS
PROPOSAL #4: APPROVE PURCHASE OF OWN SHARES ISSUER YES FOR FOR
PROPOSAL #5: APPROVE PAYMENT OF ACCRUED BENEFITS ISSUER YES AGAINST AGAINST
ASSOCIATED WITH ABOLITION OF RETIREMENTBENEFIT SYSTEM
FOR CURRENT CORPORATE AUDITORS
PROPOSAL #6: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR FOR
CORPORATE AUDITORS
PROPOSAL #7: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR FOR
AND CORPORATE AUDITORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TRINITY MIRROR PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AUTHORIZE THE COMPANY, IN SUBSTITUTION ISSUER YES FOR FOR
FOR ANY EXISTING AUTHORITY, TO MAKE MARKET PURCHASES
?SECTION 163(3) OF THE COMPANIES ACT 1985? OF
39,560,685 ORDINARY SHARES OF 10P EACH IN THE CAPITAL
OF THE COMPANY ?ORDINARY SHARES AND EACH ORDINARY
SHARE? ON SUCH TERMS AND IN MANNER AS THE DIRECTORS
MAY FROM TIME TO TIME DETERMINE, THE MINIMUM PRICE IS
10P EXCLUSIVE OF EXPENSES AND UP TO 105% OF THE
AVERAGE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS ON
WHICH THE ORDINARY SHARE IS CONTRACTED TO BE PURCHASED
?EXCLUDING EXPENSES? AND THAT STIPULATED BY ARTICLE
5(1) OF THE BUY-BACK AND STABILIZATION REGULATION 2003
?EC 2273/2003?; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 10 AUG
2008?; 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
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TRINITY MIRROR PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT, FINANCIAL ISSUER YES FOR FOR
STATEMENTS AND AUDITORS REPORT FOR THE 52 WEEKS
ENDED 31 DEC 2007
PROPOSAL #2.: RECEIVE AND ADOPT THE REMUNERATION ISSUER YES FOR FOR
REPORT INCLUDING THE REMUNERATION COMMITTEE'S
REMUNERATION POLICY FOR EXECUTIVE DIRECTORS AS
SPECIFIED IN THE ANNUAL REPORT AND ACCOUNTS FOR THE 52
WEEKS ENDED 30 DEC 2007
PROPOSAL #3.: DECLARE THE FINAL DIVIDEND IN RESPECT OF ISSUER YES FOR FOR
THE 52 WEEKS ENDED 30 DEC 2007
PROPOSAL #4.: RE-APPOINT MR. GARY HOFFMAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.: RE-APPOINT MR. PAUL VICKERS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.: RE-APPOINT MR. KATHLEEN O DONOVAN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #7.: RE-APPOINT MR. JANE LIGHTING AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #8.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THE
AUDITORS REMUNERATION
PROPOSAL #9.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR FOR
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 9,014,915.20 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 10 AUG
2009?; 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.10: AUTHORIZE THE DIRECTORS OF THE ISSUER YES FOR FOR
COMPANY, 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 9
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 1,352,373; ?AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 10 AUG 2009?; 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, REFERENCE IN THIS
RESOLUTION TO THE ACT, OR TO SECTIONS OF THE ACT,
SHALL, WHERE THE CONTEXT REQUIRES AND WHERE
APPROPRIATE, INCLUDE REFERENCES TO THE COMPANIES ACT
2006 AND ANY CORRESPONDING OR SIMILAR SECTIONS OF THAT
ACT, IT BEING THE INTENTION THAT, TO THE EXTENT
PERMITTED BY LAW, THE AUTHORITIES AND POWERS CONTAINED
IN THIS RESOLUTION SHALL CONTINUE IN FULL FORCE AND
EFFECT NOTWITHSTANDING ANY REPEAL OF THE ACT, OR ANY
RELEVANT PART OR SECTION THEREOF
PROPOSAL #S.11: AUTHORIZE THE COMPANY, IN SUBSTITUTION ISSUER YES FOR FOR
FOR ANY EXISTING AUTHORITY, TO MAKE MARKET PURCHASES
?SECTION 163(3) OF THE COMPANIES ACT 1985? OF
22,435,316 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; AND THAT STIPULATED BY ARTICLE 5(1)
OF THE BUY-BACK AND STABILIZATION REGULATION 2003 ?EC
2273/2003?; ?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,
REFERENCE IN THIS RESOLUTION TO THE ACT, OR TO
SECTIONS OF THE ACT, SHALL, WHERE THE CONTEXT REQUIRES
AND WHERE APPROPRIATE, INCLUDE REFERENCES TO THE
COMPANIES ACT 2006 AND ANY CORRESPONDING OR SIMILAR
SECTIONS OF THAT ACT, IT BEING THE INTENTION THAT, TO
THE EXTENT PERMITTED BY LAW, THE AUTHORITIES AND
POWERS CONTAINED IN THIS RESOLUTION SHALL CONTINUE IN
FULL FORCE AND EFFECT NOTWITHSTANDING ANY REPEAL OF
THE ACT, OR ANY RELEVANT PART OR SECTION THEREOF
PROPOSAL #S.12: AUTHORIZE THE COMPANY, AND ALL ISSUER YES FOR FOR
COMPANIES THAT ARE SUBSIDIARIES OF THE COMPANY, IN
ACCORDANCE WITH SECTION 366 AND 367 OF THE COMPANIES
ACT 2006, MAKE POLITICAL DONATIONS TO POLITICAL
PARTIES OR INDEPENDENT ELECTION CANDIDATES NOT
EXCEEDING GBP 50,000 IN TOTAL; MAKE POLITICAL
DONATIONS TO POLITICAL ORGANIZATION OTHER THAN
POLITICAL PARTIES NOT EXCEEDING GBP 50,000 IN TOTAL;
AND INCUR POLITICAL EXPENDITURE NOT EXCEEDING GBP
50,000 IN TOTAL; PROVIDED THAT THE AGGREGATE AMOUNT OF
ANY SUCH DONATIONS AND EXPENDITURE SHALL NOT EXCEED
GBP 75,000 DURING THE PERIOD BEGINNING WITH THE DATE
OF PASSING OF THIS RESOLUTION AND ENDING ON THE DATE
OF THE AGM OF THE COMPANY TO BE HELD IN 2009
PROPOSAL #S.13: ADOPT THE ARTICLES OF ASSOCIATION AS ISSUER YES FOR FOR
SPECIFIED, IN SUBSTITUTION FOR AND TO THE EXCLUSION OF
THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY
PROPOSAL #S.14: APPROVE, THE SUBJECT TO RESOLUTION 13 ISSUER YES FOR FOR
AS SPECIFIED IN THE NOTICE OF AGM OF THE COMPANY
CONVENED FOR 08 MAY 2008 BEING PASSED AND WITH EFFECT
01 OCT 2008 OR SUCH LATER DATE AS SECTION 175 OF THE
COMPANIES ACT 2006 SHALL BE BROUGHT INTO FORCE,
ARTICLES 126 TO 133 OF THE ARTICLES OF ASSOCIATION
ADOPTED PURSUANT TO RESOLUTION 13 BE DELETED IN THEIR
ENTIRELY AND ARTICLES 126 TO 138 AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TURKCELL ILETISIM HIZMET
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/21/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE ASSEMBLY, ELECT THE ISSUER NO N/A N/A
CHAIRMANSHIP
PROPOSAL #2.: AUTHORIZE THE CHAIRMANSHIP TO SIGN THE ISSUER NO N/A N/A
MINUTES OF THE ASSEMBLY
PROPOSAL #3.: AMEND THE ARTICLE 3 ?TITLED PURPOSE AND ISSUER NO N/A N/A
SUBJECT MATTER? OF THE ARTICLES OF ASSOCIATION
PROPOSAL #4.: APPROVE TO DETERMINE THE REMUNERATION ISSUER NO N/A N/A
FOR THE MEMBERS OF THE BOARD OF DIRECTORS
PROPOSAL #5.: CLOSING ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TURKCELL ILETISIM HIZMET
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE MEETING AND ELECT THE ISSUER NO N/A N/A
CHAIRMANSHIP
PROPOSAL #2.: AUTHORIZE THE CHAIRMANSHIP IN ORDER TO ISSUER NO N/A N/A
SIGN THE MINUTES OF THE ASSEMBLY
PROPOSAL #3.: RATIFY THE MID-TERM TEMPORARY ELECTIONS ISSUER NO N/A N/A
FOR THE VACATED BOARD MEMBERSHIPS ANDOF THE NOBILITY
OF THE CHOSEN MEMBERS AS WELL
PROPOSAL #4.: RECEIVE THE BOARD OF DIRECTORS ACTIVITY ISSUER NO N/A N/A
REPORT, THE AUDITORS REPORT AND THE INDEPENDENT
AUDITING COMPANY'S REPORT
PROPOSAL #5.: RATIFY THE BALANCE SHEET AND INCOME ISSUER NO N/A N/A
STATEMENT OF 2007
PROPOSAL #6.: GRANT DISCHARGE THE MEMBERS OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS AND THE AUDITORS
PROPOSAL #7.: ELECT THE MEMBERS OF THE AUDITORS FOR 1 ISSUER NO N/A N/A
YEAR AND APPROVE TO DETERMINE HIS/HERREMUNERATION
PROPOSAL #8.: APPROVE TO TAKE DECISCION ON THE BOARD ISSUER NO N/A N/A
OF DIRECTORS PROPOSAL CONCERNING THE DISTRIBUTION OF
PROFITS
PROPOSAL #9.: APPROVE TO GIVE THE INFORMATION TO THE ISSUER NO N/A N/A
GENERAL ASSEMBLY ABOUT THE DONATIONS GIVEN ACROSS THE
YEAR 2007
PROPOSAL #10.: APPROVE AND RATIFY THE ELECTION OF ISSUER NO N/A N/A
INDEPENDENT AUDITING COMPANY HELD BY THE BOARD OF
DIRECTORS IN ACCORDANCE WITH THE ARTICLE 14 OF THE
REGULATION CONCERNING THE CAPITAL MARKET INDEPENDENT
AUDITING ISSUED BY THE CAPITAL MARKET BOARD
PROPOSAL #11.: APPROVE TO TAKE DECISION ON GRANTING ISSUER NO N/A N/A
PERMISSION TO THE MEMBERS OF THE BOARD OF DIRECTORS TO
BECOME PARTNER TO THE COMPANIES OPERATING IN THE SAME
FIELD OF BUSINESS OR NOT IN THE SAME FIELD OF
BUSINESS IN PERSON OR ON BEHALF OF OTHER PERSONS AND
TO MAKE ALL NECESSARY TRANSACTIONS IN ACCORDANCE WITH
THE ARTICLES 334 AND 335 OF THE TURKISH TRADE CODE
PROPOSAL #12.: WISHES AND SUGGESTIONS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UNICREDIT S.P.A., GENOVA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: APPROVE THE BALANCE SHEET AS OF 31 DEC ISSUER NO N/A N/A
2007, TO GETHER WITH BOARD OF DIRECTORS AND THE
AUDITING COMPANY REPORT BOARD OF AUDITORS REPORT
PRESENTATION OF CONSOLIDATED BALANCE SHEET
PROPOSAL #A.2: APPROVE THE PROFITS ALLOCATION ISSUER NO N/A N/A
PROPOSAL #A.3: APPROVE THE LONG TERM INCENTIVE PLAN ISSUER NO N/A N/A
2008 FOR THE TOP MANAGEMENT OF THE GROUPUNICREDIT
PROPOSAL #A.4: APPROVE THE SHAREHOLDING PLAN FOR ALL ISSUER NO N/A N/A
UNICREDIT GROUP EMPLOYEES
PROPOSAL #A.5: APPOINT THE DIRECTORS ISSUER NO N/A N/A
PROPOSAL #A.6: APPROVE THE DETERMINE THE EMOLUMENTS TO ISSUER NO N/A N/A
THE MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #A.7: AMEND THE ARTICLES 1, 2, 8, 9, 18, 19 ISSUER NO N/A N/A
AND 20 OF UNICREDIT GROUP MEETING REGULATIONS
PROPOSAL #A.8: APPROVE THE EMOLUMENTS FOR SAVING THE ISSUER NO N/A N/A
SHAREHOLDERS COMMON REPRESENTATIVE
PROPOSAL #A.9: AUTHORIZE THE CURRENT ACTIVITES AS PER ISSUER NO N/A N/A
THE ARTICLE 2390 OF THE CIVIL CODE
PROPOSAL #E.1: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
COMPLIANCE WITH THE ARTICLE 2443 OF THE CIVIL CODE,
THE AUTHORITY TO RESOLVE, ON 1 OR MORE OCCASIONS FOR A
MAXIMUM PERIOD OF 1 YEAR STARTING FROM THE DATE OF
THE SHAREHOLDERS RESOLUTION, A CORPORATE CAPITAL
INCREASE, WITH NO OPTION RIGHT, OF MAX EUR 61,090,250
CORRESPONDING TO UP TO 122,180,500 UNICREDIT ORDINARY
SHARES WITH NV EUR 0.50 EACH, RESERVED TO THE
MANAGEMENT OF THE HOLDING AND OF GROUP BANKS AND
COMPANIES WHO HOLD POSITION'S OF PARTICULAR IMPORTANCE
FOR THE PURPOSES OF ACHIEVING THE GROUPS OVERALL
OBJECTIVES CONSEQUENT AMENDMENTS TO THE ARTICLES OF
ASSOCIATION
PROPOSAL #E.2: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
COMPLIANCE WITH THE ARTICLE 2443 OF THE CIVIL CODE,
THE AUTHORITY TO RESOLVE, ON ONE OR MORE OCCASIONS FOR
A MAXIMUM PERIOD OF 5 YEARS STARTING FROM THE DATE OF
THE SHAREHOLDERS RESOLUTION, A FREE CORPORATE CAPITAL
INCREASE, OF MAXEUR 12,439,750 CORRESPONDING TO UP TO
24,879,500 UNICREDIT ORDINARY SHARES WITH NV EUR 0.50
EACH, RESERVED TO THE MANAGEMENT OF THE HOLDING AND
OF GROUP BANKS AND COMPANIES WHO HOLD POSITIONS OF
PARTICULAR IMPORTANCE FOR THE PURPOSES OF ACHIEVING
THE GROUPS OVERALL OBJECTIVES CONSEQUENT AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
PROPOSAL #E.3: APPROVE THE REPEAL OF THE SECTION ?VI? ISSUER NO N/A N/A
?OF THE EXECUTIVE COMMITTEE? AND OF THE ARTICLES 27,
28, 29, 30, 31, 32 OF THE CORPORATE BY LAWS AND
RELATED RENUMBERING OF THE FOLLOWING SECTIONS AND THE
ARTICLES AMENDMENT OF THE ARTICLES 1, 2, 4, 5, 6, 8,
9, 17, 21, 22, 23, 26, 27, 28, 29 ?AS RENUMBERED AFTER
THE ELIMINATION OF THE ARTICLES 27, 28, 29, 30, 31,
32? OF THE CORPORATE BY LAWS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UNICREDIT S.P.A., GENOVA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE BALANCE SHEET AS OF 31 DEC ISSUER NO N/A N/A
2007, TO GETHER WITH BOARD OF DIRECTORS AND THE
AUDITING COMPANY REPORT BOARD OF AUDITORS REPORT
PRESENTATION OF CONSOLIDATED BALANCE SHEET
PROPOSAL #O.2: APPROVE THE PROFITS ALLOCATION ISSUER NO N/A N/A
PROPOSAL #O.3: APPROVE THE LONG TERM INCENTIVE PLAN ISSUER NO N/A N/A
2008 FOR THE TOP MANAGEMENT OF THE GROUP UNICREDIT
PROPOSAL #O.4: APPROVE THE SHAREHOLDING PLAN FOR ALL ISSUER NO N/A N/A
UNICREDIT GROUP EMPLOYEES
PROPOSAL #O.5: APPOINT THE DIRECTORS ISSUER NO N/A N/A
PROPOSAL #O.6: APPROVE THE DETERMINE THE EMOLUMENTS TO ISSUER NO N/A N/A
THE MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #O.7: AMEND THE ARTICLES 1, 2, 8, 9, 18, 19 ISSUER NO N/A N/A
AND 20 OF UNICREDIT GROUP MEETING REGULATIONS
PROPOSAL #O.8: APPROVE THE EMOLUMENTS FOR SAVING THE ISSUER NO N/A N/A
SHAREHOLDERS COMMON REPRESENTATIVE
PROPOSAL #O.9: AUTHORIZE THE CURRENT ACTIVITES AS PER ISSUER NO N/A N/A
THE ARTICLE 2390 OF THE CIVIL CODE
PROPOSAL #E.1: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
COMPLIANCE WITH THE ARTICLE 2443 OF THE CIVIL CODE,
THE AUTHORITY TO RESOLVE, ON 1 OR MORE OCCASIONS FOR A
MAXIMUM PERIOD OF 1 YEAR STARTING FROM THE DATE OF
THE SHAREHOLDERS RESOLUTION, A CORPORATE CAPITAL
INCREASE, WITH NO OPTION RIGHT, OF MAX EUR 61,090,250
CORRESPONDING TO UP TO 122,180,500 UNICREDIT ORDINARY
SHARES WITH NV EUR 0.50 EACH, RESERVED TO THE
MANAGEMENT OF THE HOLDING AND OF GROUP BANKS AND
COMPANIES WHO HOLD POSITION'S OF PARTICULAR IMPORTANCE
FOR THE PURPOSES OF ACHIEVING THE GROUPS OVERALL
OBJECTIVES CONSEQUENT AMENDMENTS TO THE ARTICLES OF
ASSOCIATION
PROPOSAL #E.2: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
COMPLIANCE WITH THE ARTICLE 2443 OF THE CIVIL CODE,
THE AUTHORITY TO RESOLVE, ON ONE OR MORE OCCASIONS FOR
A MAXIMUM PERIOD OF 5 YEARS STARTING FROM THE DATE OF
THE SHAREHOLDERS RESOLUTION, A FREE CORPORATE CAPITAL
INCREASE, OF MAXEUR 12,439,750 CORRESPONDING TO UP TO
24,879,500 UNICREDIT ORDINARY SHARES WITH NV EUR 0.50
EACH, RESERVED TO THE MANAGEMENT OF THE HOLDING AND
OF GROUP BANKS AND COMPANIES WHO HOLD POSITIONS OF
PARTICULAR IMPORTANCE FOR THE PURPOSES OF ACHIEVING
THE GROUPS OVERALL OBJECTIVES CONSEQUENT AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
PROPOSAL #E.3: APPROVE THE REPEAL OF THE SECTION ?VI? ISSUER NO N/A N/A
?OF THE EXECUTIVE COMMITTEE? AND OF THE ARTICLES 27,
28, 29, 30, 31, 32 OF THE CORPORATE BY LAWS AND
RELATED RENUMBERING OF THE FOLLOWING SECTIONS AND THE
ARTICLES AMENDMENT OF THE ARTICLES 1, 2, 4, 5, 6, 8,
9, 17, 21, 22, 23, 26, 27, 28, 29 ?AS RENUMBERED AFTER
THE ELIMINATION OF THE ARTICLES 27, 28, 29, 30, 31,
32? OF THE CORPORATE BY LAWS
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ISSUER: UNICREDITO ITALIANO SPA, GENOVA
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPOINT 1 DIRECTOR ISSUER NO N/A N/A
PROPOSAL #E.1: APPROVE THE MERGER PROJECT FOR ISSUER NO N/A N/A
INCORPORATION OF CAPITALIA SPA INTO UNICREDIT SPA AS
PER ARTICLE 2501, CIVIL CODE AND CONSEQUENT AMENDMENTS
TO THE BY-LAWS
PROPOSAL #E.2: GRANT AUTHORITY TO DISPOSE OF SOME OWN ISSUER NO N/A N/A
SHARES IN FAVOR OF NO. 425.000 RIGHTS OF PURCHASE TO
BE ASSIGNED TO THE DIRECTORS, NOT BELONGING TO
CAPITALIA , REPLACING SOME RIGHTS NOT YET ALLOTTED
PREVIOUSLY AND AMENDING THE RESOLUTIONS APPROVED BY
THE SHAREHOLDERS MEETING OF 16 DEC 2006
PROPOSAL #E.3: AMEND THE ARTICLES 27, 28 AND 32 OF THE ISSUER NO N/A N/A
BY-LAWS
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ISSUER: UNILEVER PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT AND ACCOUNTS FOR THE ISSUER YES FOR FOR
YE 31 DEC 2007
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE YE 31 DEC 2007
PROPOSAL #3.: DECLARE A DIVIDEND OF 34.11P ON THE ISSUER YES FOR FOR
ORDINARY SHARES
PROPOSAL #4.: RE-ELECT MR. P. J. CESCAU AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.: ELECT MR. J. A. LAWRENCE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.: APPROVE TO INCREASE GSIP AWARD AND BONUS ISSUER YES FOR FOR
LIMITS FOR MR. J. A. LAWRENCE
PROPOSAL #7.: RE-ELECT PROFESSOR G. BERGER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #8.: RE-ELECT THE RT HON THE LORD BRITTAN OF ISSUER YES FOR FOR
SPENNITHORNE QC, DL AS A DIRECTOR
PROPOSAL #9.: RE-ELECT PROFESSOR W. DIK AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10.: RE-ELECT MR. C. E. GOLDEN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11.: RE-ELECT DR. B. E. GROTE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12.: RE-ELECT MR. N. MURTHY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13.: RE-ELECT MS. H. NYASULU AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14.: RE-ELECT THE LORD SIMON OF HIGHBURY CBE ISSUER YES FOR FOR
AS A DIRECTOR
PROPOSAL #15.: RE-ELECT MR. K. J. STORM AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #16.: RE-ELECT MR. M. TRESCHOW AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #17.: RE-ELECT MR. J. VAN DER VEER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #18.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR
AS THE AUDITORS OF THE COMPANY
PROPOSAL #19.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS
PROPOSAL #20.: APPROVE TO RENEW THE AUTHORITY TO THE ISSUER YES FOR FOR
DIRECTORS TO ISSUE SHARES
PROPOSAL #S.21: APPROVE TO RENEW THE AUTHORITY TO THE ISSUER YES FOR FOR
DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS
PROPOSAL #S.22: APPROVE TO RENEW THE AUTHORITY TO THE ISSUER YES FOR FOR
COMPANY TO PURCHASE ITS OWN SHARES
PROPOSAL #S.23: ADOPT NEW ARTICLES OF ASSOCIATION OF ISSUER YES FOR FOR
THE COMPANY
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ISSUER: UNITED MICROELECTRONICS CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: THE 2007 BUSINESS OPERATIONS ISSUER NO N/A N/A
PROPOSAL #A.2: THE 2007 AUDITED REPORTS ISSUER NO N/A N/A
PROPOSAL #A.3: THE STATUS OF ACQUISITION OR DISPOSAL ISSUER NO N/A N/A
OF ASSETS
PROPOSAL #A.4: THE STATUS OF JOINT-VENTURE IN PEOPLE'S ISSUER NO N/A N/A
REPUBLIC OF CHINA
PROPOSAL #A.5: THE REVISION TO THE EMPLOYEE STOCK ISSUER NO N/A N/A
OPTIONS PLAN
PROPOSAL #A.6: THE STATUS OF BUYBACK TREASURY STOCKS ISSUER NO N/A N/A
AND CONDITIONS OF TRANSFERRING TO EMPLOYEES
PROPOSAL #A.7: THE REVISION TO THE RULES OF THE BOARD ISSUER NO N/A N/A
MEETING
PROPOSAL #B.1: APPROVE THE 2007 BUSINESS REPORTS AND ISSUER YES FOR FOR
FINANCIAL STATEMENTS
PROPOSAL #B.2: APPROVE THE 2007 PROFIT DISTRIBUTION ISSUER YES FOR FOR
?PROPOSED CASH DIVIDEND: TWD 0.75 PER SHARE?
PROPOSAL #B.3: APPROVE THE ISSUANCE OF NEW SHARES FROM ISSUER YES FOR FOR
RETAINED EARNINGS AND CAPITAL RESERVES; PROPOSED
STOCK DIVIDEND: 8 FOR 1,000 SHARES HELD; PROPOSED
BONUS ISSUE: 37 FOR 1,000 SHARES HELD
PROPOSAL #B.4: APPROVE THE REVISION TO THE PROCEDURES ISSUER YES FOR FOR
OF ASSET ACQUISITION OR DISPOSAL
PROPOSAL #B.5: APPROVE THE REVISION TO THE PROCEDURES ISSUER YES FOR FOR
OF TRADING DERIVATIVES
PROPOSAL #B.6: APPROVE THE REVISION TO THE ARTICLES OF ISSUER YES FOR FOR
INCORPORATION
PROPOSAL #B.7: EXTRAORDINARY MOTIONS ISSUER YES AGAINST AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: USINAS SIDERURGICAS DE MINAS GERAIS S A -USIMINAS
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/27/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ESTABLISHMENT OF THE SECOND PROGRAM FOR ISSUER NO N/A N/A
THE DISTRIBUTION OF SECURITIES IN THETOTAL AMOUNT OF
BRL 2,000,000,000.00, AND THE DEFINITION OF ITS
CHARACTERISTICS ?THE PROGRAM?
PROPOSAL #2.: AUTHORIZATION FOR THE EXECUTIVE ISSUER NO N/A N/A
COMMITTEE OF THE COMPANY TO: A) TAKE ALL MEASURES WITH
RELATION TO THE FILING OF THE PROGRAM BEFORE THE
SECURITIES COMMISSION, OR CVM, AND THE OTHER AGENCIES
WITH JURISDICTION; B) NEGOTIATE THE MODEL FOR THE DEED
OF ISSUANCE OF THE DEBENTURES; C) NEGOTIATE AND SIGN
ANY AND ALL DOCUMENTATION RELATED TO THE PROGRAM; D)
HIRE FINANCIAL INSTITUTIONS THAT ARE PART OF THE
SECURITIES DISTRIBUTION SYSTEM TO ASSIST IN THE
IMPLEMENTATION OF THE PROGRAM; AND E) RATIFY ALL THE
ACTS RELATIVE TO THE PROGRAM AND THE ISSUANCE THAT
HAVE BEEN DONE PREVIOUSLY BY THE EXECUTIVE COMMITTEE
PROPOSAL #3.: APPROVAL OF THE 4TH ISSUANCE OF ISSUER NO N/A N/A
DEBENTURES OF THE COMPANY AND OF THE FIRST INTHE
FRAMEWORK OF THE PROGRAM, IN THE AMOUNT OF UP TO BRL
500,000,000.00, THROUGH THE ISSUANCE OF UP TO 5,000
SIMPLE, SUBORDINATE DEBENTURES OF A SINGLE SERIES,
WITH A FACE VALUE OF BRL 100,000 AND A MATURITY OF 5
YEARS, FOR PUBLIC DISTRIBUTION WITHIN THE FRAMEWORK OF
THE PROGRAM, AND THE APPROVAL OF THE GENERAL
CHARACTERISTICS OF THE ISSUANCE
PROPOSAL #4.: DELEGATION TO THE BOARD OF DIRECTORS OF ISSUER NO N/A N/A
THE COMPANY OF THE AUTHORITY THAT IS DESCRIBED IN
ARTICLE 59(1) OF LAW NUMBER 6404 OF 15 DEC 1976, TO
DECIDE ABOUT CERTAIN CONDITIONS OF THE 1ST ISSUANCE OF
DEBENTURES IN THE FRAMEWORK OF THE PROGRAM
PROPOSAL #5.: RATIFICATION OF THE DECISIONS MADE BY ISSUER NO N/A N/A
THE BOARD OF DIRECTORS RELATIVE TO THE PROGRAM AND THE
ISSUANCE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: USINAS SIDERURGICAS DE MINAS GERAIS S A -USIMINAS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: REPORT OF THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
FINANCIAL STATEMENTS FOR THE FYE 31 DEC 2007
PROPOSAL #2.: ALLOCATION OF THE NET PROFIT FOR THE FYE ISSUER NO N/A N/A
AND RATIFICATION OF THE EARLY DISTRIBUTION OF
INTEREST OVER CAPITAL , INTERMEDIATE AND
COMPLEMENTARY, AND OF DIVIDENDS, INTERMEDIATE AND
PROPOSAL #3.: SETTING OF THE TOTAL ANNUAL AMOUNT OF ISSUER NO N/A N/A
REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
PROPOSAL #4.: ELECT THE MEMBERS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS, FULL AND ALTERNATE FOR THE 2008 AND 2010
2YEARS PERIOD UNDER THE TERMS OF NATIONAL SECURITY
COUNCIL INSTRUCTION 165, ON 11 DEC 1991 AND 282 DATED
ON 26 JUN 1998 THE MINIMUM PERCENTAGE TO REQUIRE THE
CUMULATIVE VOTING IS 5% OF THE VOTING CAPITAL
PROPOSAL #5.: ELECT THE FULL AND SUBSTITUTE MEMBERS OF ISSUER YES FOR FOR
THE FINANCE COMMITTEE
PROPOSAL #6.: AUTHORIZE CAPITALIZATION OF RESERVES FOR ISSUER NO N/A N/A
BONUS ISSUE
PROPOSAL #7.: AUTHORIZE BONUS ISSUANCE OF 50% FOR ISSUER NO N/A N/A
PREFERRED A AND PREFERRED B SHAREHOLDERS
PROPOSAL #8.: AMEND ARTICLES TO REFLECT CHANGES IN ISSUER NO N/A N/A
CAPITAL
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: VIVENDI
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER YES FOR FOR
COMMITTEE AND THE AUDITORS, APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 2007, AS PRESENTED,
SHOWING A PROFIT OF EUR 1,504,370,455.00
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER YES FOR FOR
COMMITTEE AND THE AUDITORS, THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED TO
THE MEETING
PROPOSAL #O.3: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.88 OF
THE FRENCH COMMERCIAL CODE, AND APPROVE THE
AGREEMENTS ENTERED INTO OR WHICH REMAINED IN FORCE
PROPOSAL #O.4: APPROVE THE RECOMMENDATIONS OF THE ISSUER YES FOR FOR
EXECUTIVE COMMITTEE AND RESOLVES THAT THE INCOME FOR
THE FY BE APPROPRIATED AS FOLLOWS: EARNINGS FOR THE
FY: EUR 1,504,370,455.00 RETAINED EARNINGS: EUR
2,200,000,000.00 BALANCE AVAILABLE FOR DISTRIBUTION:
EUR 3,704,370,455.00 LEGAL RESERVE: EUR 4,240,216.00
DIVIDENDS: EUR 1,514,062,753.00 OTHER RESERVES: EUR
0.00 RETAINED EARNINGS: EUR 2,186,067,486.00 TOTAL:
EUR 3,704,370,455.00 THE SHAREHOLDERS WILL RECEIVE A
NET DIVIDEND OF EUR 1.30 PER SHARE, AND WILL ENTITLE
TO THE 40% DEDUCTION PROVIDED BY THE FRENCH TAX CODE,
THIS DIVIDEND WILL BE PAID ON 14 MAY 2008
PROPOSAL #O.5: APPROVE TO RENEWS THE APPOINTMENT OF ISSUER YES FOR FOR
MR. M. JEAN-RENE FOURTOU AS A MEMBER OF THE
SUPERVISORY BOARD FOR A 4-YEAR PERIOD
PROPOSAL #O.6: APPROVE TO RENEWS THE APPOINTMENT OF ISSUER YES FOR FOR
MR. M. CLAUDE BEBEAR AS A MEMBER OF THE SUPERVISORY
BOARD FOR A 4-YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEWS THE APPOINTMENT OF ISSUER YES FOR FOR
MR. M. GERARD BREMOND AS A MEMBER OF THESUPERVISORY
BOARD FOR A 4-YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEWS THE APPOINTMENT OF ISSUER YES FOR FOR
MR. M. MEHDI DAZI AS A MEMBER OF THE SUPERVISORY BOARD
FOR A 4-YEAR PERIOD
PROPOSAL #O.9: APPROVE TO RENEWS THE APPOINTMENT OF ISSUER YES FOR FOR
MR. M. HENRI LACHMANN AS A MEMBER OF THESUPERVISORY
BOARD FOR A 4-YEAR PERIOD
PROPOSAL #O.10: APPROVE TO RENEWS THE APPOINTMENT OF ISSUER YES FOR FOR
MR. M. PIERRE RODOCANACHI AS A MEMBER OFTHE
SUPERVISORY BOARD FOR A 4-YEAR PERIOD
PROPOSAL #O.11: APPROVE TO RENEWS THE APPOINTMENT OF ISSUER YES FOR FOR
MR. M. KAREL VAN MIERT AS A MEMBER OF THE SUPERVISORY
BOARD FOR A 4-YEAR PERIOD
PROPOSAL #O.12: APPOINT MR. M. JEAN-YVES CHARLIER AS A ISSUER YES FOR FOR
MEMBER OF THE SUPERVISORY BOARD FOR A 4-YEAR PERIOD
PROPOSAL #O.13: APPOINT MR. M. PHILIPPE DONNET AS A ISSUER YES FOR FOR
MEMBER OF THE SUPERVISORY BOARD FOR A 4-YEAR PERIOD
PROPOSAL #O.14: APPROVE TO AWARD A TOTAL ANNUAL FEES ISSUER YES FOR FOR
OF EUR 1,500,000.00 TO THE SUPERVISORY BOARD
PROPOSAL #O.15: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER YES FOR FOR
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 40.00, MAXIMUM FUNDS INVESTED IN
THE SHARE BUYBACKS: EUR 3,490,000,000.00; ?AUTHORITY
EXPIRES FOR 18-MONTH PERIOD?; 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 19 APR 2007 IN ITS RESOLUTION NUMBER 6
PROPOSAL #E.16: GRANT AUTHORITY TO THE EXECUTIVE ISSUER YES FOR FOR
COMMITTEE TO REDUCE THE SHARE CAPITAL, ON 1 OR MORE
OCCASIONS 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 26-MONTH
PERIOD; ?AUTHORITY EXPIRES FOR 24-MONTH PERIOD?; 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 19 APR 2007 IN ITS
RESOLUTION NUMBER 11
PROPOSAL #E.17: GRANT AUTHORITY TO THE EXECUTIVE ISSUER YES FOR FOR
COMMITTEE, IN 1 OR MORE TRANSACTIONS, TO BENEFICIARIES
TO BE CHOSEN BY 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 2.5%
OF THE CAPITAL SHARE; ?AUTHORITY EXPIRES FOR 38-MONTH
PERIOD?; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES, THIS AMOUNT SHALL COUNT
AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION
NUMBER 7 OF THE 19 APR 2007 SHAREHOLDERS MEETING;
THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF
THE AUTHORIZATION GRANTED BY THE GENERAL MEETING HELD
IN 28 APR 2005 IN ITS RESOLUTION NUMBER 12
PROPOSAL #E.18: GRANT AUTHORITY TO THE EXECUTIVE ISSUER YES FOR FOR
COMMITTEE, FOR FREE, ON 1 OR MORE OCCASIONS,EXISTING
OR FUTURE SHARES, IN FAVOUR OF THE EMPLOYEES OR THE
CORPORATE OFFICERS OF THE COMPANY AND RELATED
COMPANIES; THEY MAY NOT REPRESENT MORE THAN 0.5% OF
THE SHARE CAPITAL; ?AUTHORITY EXPIRES FOR 38-MONTH
PERIOD?; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; THIS AMOUNT SHALL COUNT
AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION
NUMBER 7 OF THE 19 APR 2007 SHAREHOLDERS MEETING;
THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF
THE AUTHORIZATION GRANTED BY THE GENERAL MEETING HELD
IN 28 APR 2005 IN ITS RESOLUTION NUMBER 13
PROPOSAL #E.19: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, ON 1 OR MOREOCCASIONS, AT
ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A
COMPANY SAVINGS PLAN; ?AUTHORITY EXPIRES FOR 26-MONTH
PERIOD? AND FOR A NOMINAL AMOUNT THAT SHALL NOT
EXCEED 2.5% OF THE CAPITAL SHARE; THIS AMOUNT SHALL
COUNT AGAINST THE OVERALL VALUE SET FORTH IN
RESOLUTION NUMBER 7 OF THE GENERAL MEETING HELD IN 19
APR 2007; THE SHAREHOLDERS MEETING DECIDES TO CANCEL
THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN
FAVOUR OF MEMBERS OF A CORPORATE SAVINGS PLAN; 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 19 APR 2007 IN ITS RESOLUTION
NUMBER 10
PROPOSAL #E.20: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, ON 1 OR MOREOCCASIONS, AT
ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE FOREIGNER SUBSIDIARY COMPANY
WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; ?AUTHORITY
EXPIRES FOR 18-MONTH PERIOD? AND FOR A NOMINAL AMOUNT
THAT SHALL NOT EXCEED 2.5% OF THE CAPITAL SHARE; THIS
AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET
FORTH IN RESOLUTION NUMBER 19 OF THE GENERAL MEETING
HELD IN 19 APR 2007; THE SHAREHOLDERS MEETING DECIDES
TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS IN FAVOUR OF ANY PERSON CORRESPONDING TO THE
SPECIFICATION GIVEN BY THE SHAREHOLDERS MEETING; 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 19 APR 2007 IN ITS
RESOLUTION NUMBER 19
PROPOSAL #E.21: GRANTS FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
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ISSUER: VODAFONE GROUP PLC NEW
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/24/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO RECEIVE THE REPORT OF THE DIRECTORS ISSUER YES FOR N/A
AND FINANCIAL STATEMENTS FOR THE YE 31 MAR 2007
PROPOSAL #2.: THAT SIR JOHN BOND, A DIRECTOR RETIRING ISSUER YES FOR N/A
VOLUNTARILY AND OFFERING HIMSELF FOR RE-ELECTION, BE
AND IS HEREBY RE-ELECTED AS A DIRECTOR OF THE COMPANY
PROPOSAL #3.: THAT ARUN SARIN, A DIRECTOR RETIRING ISSUER YES FOR N/A
VOLUNTARILY AND OFFERING HIMSELF FOR RE-ELECTION, BE
AND IS HEREBY RE-ELECTED AS A DIRECTOR OF THE COMPANY
PROPOSAL #4.: THAT DR MICHAEL BOSKIN, A DIRECTOR ISSUER YES AGAINST N/A
RETIRING VOLUNTARILY AND OFFERING HIMSELF FOR RE-
ELECTION, BE AND IS HEREBY RE-ELECTED AS A DIRECTOR OF
THE COMPANY
PROPOSAL #5.: THAT JOHN BUCHANAN, A DIRECTOR RETIRING ISSUER YES FOR N/A
VOLUNTARILY AND OFFERING HIMSELF FOR RE-ELECTION, BE
AND IS HEREBY RE-ELECTED AS A DIRECTOR OF THE COMPANY
PROPOSAL #6.: THAT ANDY HALFORD, A DIRECTOR RETIRING ISSUER YES FOR N/A
VOLUNTARILY AND OFFERING HIMSELF FOR RE-ELECTION, BE
AND IS HEREBY RE-ELECTED AS A DIRECTOR OF THE COMPANY
PROPOSAL #7.: THAT ANNE LAUVERGEON, A DIRECTOR ISSUER YES FOR N/A
RETIRING VOLUNTARILY AND OFFERING HERSELF FOR RE-
ELECTION, BE AND IS HEREBY RE-ELECTED AS A DIRECTOR OF
THE COMPANY
PROPOSAL #8.: THAT PROFESSOR JURGEN SCHREMPP, A ISSUER YES FOR N/A
DIRECTOR RETIRING VOLUNTARILY AND OFFERING HIMSELF FOR
RE-ELECTION, BE AND IS HEREBY RE-ELECTED AS A
DIRECTOR OF THE COMPANY
PROPOSAL #9.: THAT LUC VANDEVELDE, A DIRECTOR RETIRING ISSUER YES FOR N/A
VOLUNTARILY AND OFFERING HIMSELF FOR RE-ELECTION, BE
AND IS HEREBY RE-ELECTED AS A DIRECTOR OF THE COMPANY
PROPOSAL #10.: THAT ANTHONY WATSON, A DIRECTOR ISSUER YES FOR N/A
RETIRING VOLUNTARILY AND OFFERING HIMSELF FOR RE-
ELECTION, BE AND IS HEREBY RE-ELECTED AS A DIRECTOR OF
THE COMPANY
PROPOSAL #11.: THAT PHILIP YEA, A DIRECTOR RETIRING ISSUER YES FOR N/A
VOLUNTARILY AND OFFERING HIMSELF FOR RE-ELECTION, BE
AND IS HEREBY RE-ELECTED AS A DIRECTOR OF THE COMPANY
PROPOSAL #12.: THAT VITTORIO COLAO, A DIRECTOR ISSUER YES FOR N/A
RETIRING IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF
ASSOCIATION, BE AND IS HEREBY ELECTED AS A DIRECTOR OF
THE COMPANY
PROPOSAL #13.: THAT ALAN JEBSON, A DIRECTOR RETIRING ISSUER YES FOR N/A
IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF
ASSOCIATION, BE AND IS HEREBY ELECTED AS A DIRECTOR OF
THE COMPANY
PROPOSAL #14.: THAT NICK LAND, A DIRECTOR RETIRING IN ISSUER YES FOR N/A
ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATION,
BE AND IS HEREBY ELECTED AS A DIRECTOR OF THE COMPANY
PROPOSAL #15.: THAT SIMON MURRAY, A DIRECTOR RETIRING ISSUER YES FOR N/A
IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF
ASSOCIATION, BE AND IS HEREBY ELECTED AS A DIRECTOR OF
THE COMPANY
PROPOSAL #16.: THAT THE FINAL DIVIDEND RECOMMENDED BY ISSUER YES FOR N/A
THE DIRECTORS OF 4.41P PER ORDINARY SHARE FOR THE YE
31 MAR 2007 BE DECLARED PAYABLE ON THE ORDINARY SHARES
OF THE COMPANY TO ALL MEMBERS WHOSE NAMES APPEARED ON
THE REGISTER OF MEMBERS ON 08 JUN 2007 AND THAT SUCH
DIVIDEND BE PAID ON 03 AUG 2007
PROPOSAL #17.: TO APPROVE THE REMUNERATION REPORT OF ISSUER YES FOR N/A
THE BOARD FOR THE YE 31 MAR 2007
PROPOSAL #18.: TO RE-APPOINT DELOITTE & TOUCHE LLP AS ISSUER YES FOR N/A
THE AUDITORS TO THE COMPANY UNTIL THE NEXT AGM
PROPOSAL #19.: TO AUTHORISE THE AUDIT COMMITTEE TO ISSUER YES FOR N/A
DETERMINE THE REMUNERATION OF THE AUDITORS
PROPOSAL #20.: THAT THE AUTHORITY CONFERRED ON THE ISSUER YES FOR N/A
DIRECTORS BY ARTICLE 16.2 OF THE COMPANY'S ARTICLES OF
ASSOCIATION BE RENEWED AND FOR THIS PURPOSE; 20.1 THE
SECTION 80 AMOUNT BE USD 1,000,000,000; AND 20.2 THE
PRESCRIBED PERIOD BE THE PERIOD ENDING ON THE DATE OF
THE AGM IN 2008 OR ON 24 OCTOBER 2008, WHICHEVER IS
THE EARLIER
PROPOSAL #S.21: THAT, SUBJECT TO THE PASSING OF ISSUER YES FOR N/A
RESOLUTION 20, THE POWER CONFERRED ON THE DIRECTORS BY
ARTICLE 16.3 OF THE COMPANY'S ARTICLES OF ASSOCIATION
BE RENEWED FOR THE PRESCRIBED PERIOD SPECIFIED IN
RESOLUTION 20.2 AND FOR SUCH PERIOD THE SECTION 89
AMOUNT BE USD 290,000,000
PROPOSAL #S.22: THAT THE COMPANY BE GENERALLY AND ISSUER YES FOR N/A
UNCONDITIONALLY AUTHORISED FOR THE PURPOSES OF SECTION
166 OF THE COMPANIES ACT 1985 TO MAKE MARKET
PURCHASES ?AS DEFINED IN SECTION 163 OF THAT ACT? OF
ORDINARY SHARES IN THE CAPITAL OF THE COMPANY PROVIDED
THAT: 22.1 THE MAXIMUM AGGREGATE NUMBER OF ORDINARY
SHARES WHICH MAY BE PURCHASED IS 5,200,000,000; 22.2
THE MINIMUM PRICE WHICH MAY BE PAID FOR EACH ORDINARY
SHARE IS US 11 3/7 CENTS; 22.3 THE MAXIMUM PRICE
(EXCLUDING EXPENSES) WHICH MAY BE PAID FOR ANY
ORDINARY SHARE DOES NOT EXCEED THE HIGHER OF 1) 5%
ABOVE THE AVERAGE CLOSING PRICE OF SUCH SHARES FOR THE
FIVE BUSINESS DAYS ON THE LONDON STOCK EXCHANGE PRIOR
TO THE DATE OF PURCHASE AND 2) THE HIGHER OF THE LAST
INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT
BID ON THE LONDON STOCK EXCHANGE; AND 22.4 THIS
AUTHORITY SHALL EXPIRE AT THE CONCLUSION OF THE ANNUAL
GENERAL MEETING OF THE COMPANY HELD IN 2008 OR ON 24
OCTOBER 2008, 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 EXPIRY)
PROPOSAL #S.23: THAT THE COMPANY BE AUTHORISED, ISSUER YES FOR N/A
SUBJECT TO AND IN ACCORDANCE WITH THE PROVISIONS OF
THE COMPANIES ACT 2006 TO SEND, CONVEY OR SUPPLY ALL
TYPES OF NOTICES, DOCUMENTS OR INFORMATION TO THE
SHAREHOLDERS BY MEANS OF ELECTRONIC EQUIPMENT FOR THE
PROCESSING ?INCLUDING DIGITAL COMPRESSION?, STORAGE
AND TRANSMISSION OF DATA, EMPLOYING WIRES, RADIO
OPTICAL TECHNOLOGIES OR ANY OTHER ELECTROMAGNETIC
MEANS, INCLUDING BY MAKING SUCH NOTICES, DOCUMENTS OR
INFORMATION AVAILABLE ON A WEBSITE
PROPOSAL #S.24: THAT THE PROPOSED ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION CONTAINED IN THE DOCUMENT MARKED A
SUBMITTED TO THIS AGM AND INITIALLED FOR THE PURPOSES
OF IDENTIFICATION BY THE CHAIRMAN BE APPROVED AND
ADOPTED AS THE NEW ARTICLES OF ASSOCIATION OF THE
COMPANY, IN SUBSTITUTION FOR AND TO THE EXCLUSION OF
THE EXISTING ARTICLES OF ASSOCIATION WITH EFFECT FROM
THE END OF THIS MEETING
PROPOSAL #S.25: PLEASE NOTE THAT THIS IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: THAT PURSUANT TO THE PROVISIONS
OF ARTICLE 114.2 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, AND NOTWITHSTANDING THE PROVISIONS OF
ARTICLE 114.1 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, THE DIRECTORS OF THE COMPANY SHALL ACT IN
ACCORDANCE WITH SUCH DIRECTIONS AS MAY BE GIVEN TO
THEM BY ORDINARY RESOLUTION AT ANY GENERAL MEETING OF
THE COMPANY TAKING PLACE ON OR BEFORE 01 JAN 2009
PROPOSAL #26: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: THAT UNLESS PROPOSALS ARE PUT TO THE
SHAREHOLDERS OF THE COMPANY IN GENERAL MEETING TO
ALTER THE CAPITAL STRUCTURE OF THE COMPANY BY EITHER:
26.1 SUB-DIVIDING THE COMPANY'S ISSUED ORDINARY SHARES
INTO: (I) NEW ORDINARY SHARES OF A SMALLER NOMINAL
VALUE; AND II) A NEW CLASS OF LISTED TRACKING SHARES
REPRESENTING THE COMPANY'S 45 PERCENT ECONOMIC
INTEREST IN CELLCO PARTNERSHIP (DOING BUSINESS AS
VERIZON WIRELESS) AND ENTITLING THE HOLDERS THEREOF TO
RECEIVE DIVIDENDS BASED ON THE COMPANY'S NET EARNINGS
ATTRIBUTABLE TO, AND DIVIDENDS RECEIVED FROM, CELLCO
PARTNERSHIP (DOING BUSINESS AS VERIZON WIRELESS),
ACCOUNTED FOR SEPARATELY; TO RECEIVE THE NET PROCEEDS
FROM THE SALE OR OTHER DISPOSAL OF THE COMPANY'S
INTEREST IN CELLCO PARTNERSHIP (DOING BUSINESS AS
VERIZON WIRELESS); AND TO SUCH OTHER RIGHTS AND
PREFERENCES AS THE BOARD SEES FIT; OR 26.2 ADOPTING A
SCHEME OF ARRANGEMENT UNDER'S 425 COMPANIES ACT 1985
THAT INTRODUCES A NEW GROUP HOLDING COMPANY WITH A
CAPITAL STRUCTURE THAT INCLUDES THE FOLLOWING, EACH OF
WHICH WILL BE ISSUED PRO RATA TO EXISTING
SHAREHOLDERS IN CONSIDERATION FOR THE CANCELLATION OF
THEIR SHARES IN THE COMPANY: I) A NEW CLASS OF LISTED
TRACKING SHARES REPRESENTING THE COMPANY'S 45 PERCENT
ECONOMIC INTEREST IN CELLCO PARTNERSHIP (DOING
BUSINESS AS VERIZON WIRELESS) AND ENTITLING THE
HOLDERS THEREOF TO RECEIVE DIVIDENDS BASED ON THE NEW
GROUP HOLDING COMPANY'S NET EARNINGS ATTRIBUTABLE TO,
AND DIVIDENDS RECEIVED FROM, CELLCO PARTNERSHIP (DOING
BUSINESS AS VERIZON WIRELESS), ACCOUNTED FOR
SEPARATELY; TO RECEIVE THE NET PROCEEDS FROM THE SALE
OR OTHER DISPOSAL OF THE NEW GROUP HOLDING COMPANY'S
INTEREST IN CELLCO PARTNERSHIP (DOING BUSINESS AS
VERIZON WIRELESS); AND TO SUCH OTHER RIGHTS AND
PREFERENCES AS THE BOARD SEES FIT; AND II) 100 PERCENT
OF THE ORDINARY SHARES OF THE NEW GROUP HOLDING
COMPANY; OR 26.3 ADOPTING A SCHEME OF ARRANGEMENT
UNDER'S 425 COMPANIES ACT 1985 UNDER WHICH
SHAREHOLDERS OF THE COMPANY RECEIVE, PRO RATA TO THEIR
SHAREHOLDINGS IN THE COMPANY, IN CONSIDERATION FOR
THE CANCELLATION OF THEIR SHARES IN THE COMPANY: I)
100% OF THE ORDINARY SHARES OF A NEW HOLDING COMPANY
THAT OWNS, DIRECTLY OR INDIRECTLY, THE COMPANY'S
ENTIRE INTEREST IN CELLCO PARTNERSHIP (DOING BUSINESS
AS VERIZON WIRELESS); AND II) 100% OF THE ORDINARY
SHARES OF A SECOND NEW HOLDING COMPANY THAT OWNS,
DIRECTLY OR INDIRECTLY, THE COMPANY'S OTHER ASSETS; BY
31 MAR 2008, ALL FEES PAYABLE TO THE DIRECTORS OF THE
COMPANY PURSUANT TO THE PROVISIONS OF ARTICLE 85 OF
THE ARTICLES OF ASSOCIATION OF THE COMPANY FOR THEIR
SERVICES AS DIRECTORS OF THE COMPANY AFTER THAT DATE
SHALL (BY REASON OF THIS RESOLUTION AND ARTICLE 85.2
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY) BE
ALLOCATED AND PAID SOLELY TO THE CHAIRMAN OF THE BOARD
OF DIRECTORS OF THE COMPANY
PROPOSAL #27.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: THAT UNLESS PROPOSALS ARE PUT TO THE
SHAREHOLDERS OF THE COMPANY IN GENERAL MEETING TO
AMEND THE CAPITAL STRUCTURE OF THE COMPANY BY ADOPTING
A SCHEME OF ARRANGEMENT UNDER S425 COMPANIES ACT 1985
THAT INTRODUCES A NEW GROUP HOLDING COMPANY WITH A
CAPITAL STRUCTURE THAT INCLUDES THE FOLLOWING, EACH OF
WHICH WILL BE ISSUED PRO RATA TO EXISTING
SHAREHOLDERS IN CONSIDERATION FOR THE CANCELLATION OF
THEIR SHARES IN THE COMPANY: I) AT LEAST GBP 0.65
PRINCIPAL AMOUNT OF NEW LISTED BONDS PER ISSUED SHARE
IN THE COMPANY, ISSUED OR GUARANTEED BY SUCH HOLDING
COMPANY OR THE COMPANY, DENOMINATED IN SUCH CURRENCIES
AS THE BOARD SEES FIT AND BEARING INTEREST AT SUCH
RATE AND CONTAINING SUCH OTHER TERMS AS THE BOARD
DETERMINES, WITH THE ADVICE OF THE COMPANY'S FINANCIAL
ADVISORS, WILL RESULT IN SUCH BONDS TRADING AT PAR
UPON ISSUANCE; AND II) 100 PERCENT OF THE ORDINARY
SHARES OF THE NEW GROUP HOLDING COMPANY; BY 31 MAR
2008, ALL FEES PAYABLE TO THE DIRECTORS OF THE COMPANY
PURSUANT TO THE PROVISIONS OF ARTICLE 85 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY FOR THEIR
SERVICES AS DIRECTORS OF THE COMPANY AFTER THAT DATE
SHALL (BY REASON OF THIS RESOLUTION AND ARTICLE 85.2
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY) BE
ALLOCATED AND PAID SOLELY TO THE CHAIRMAN OF THE BOARD
OF DIRECTORS OF THE COMPANY
PROPOSAL #S.28: PLEASE NOTE THAT THIS IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: THAT THE ARTICLES OF
ASSOCIATION OF THE COMPANY BE AMENDED BY THE INCLUSION
OF THE FOLLOWING ARTICLE TO BE DESIGNATED ARTICLE
189: SHAREHOLDER APPROVAL OF CERTAIN ACQUISITIONS; THE
COMPANY MAY NOT, AT ANY TIME PRIOR TO 31 MARCH 2010,
DIRECTLY OR THROUGH ANY DIRECT OR INDIRECT SUBSIDIARY
OF THE COMPANY, ACQUIRE OR ENTER INTO AN AGREEMENT TO
ACQUIRE THE ASSETS, UNDERTAKING, SHARES, OR OTHER
EQUITY SECURITIES OF ANY PERSON (OTHER THAN THE
COMPANY OR A PERSON WHICH WAS A SUBSIDIARY OF THE
COMPANY ON 31 MARCH 2007) WHERE THE AGGREGATE
CONSIDERATION, IN THE CASE OF ANY ONE ACQUISITION,
EXCEEDS GBP 1,000,000,000 AND, IN THE CASE OF ALL
TRANSACTIONS COMPLETED OR AGREED TO IN ANY CONSECUTIVE
24 MONTH PERIOD, EXCEEDS GBP 5,000,000,000 WITHOUT
THE PREVIOUS SANCTION OF A SPECIAL RESOLUTION OF THE
COMPANY, UNLESS THE BOARD SHALL HAVE SUBMITTED TO A
VOTE OF THE SHAREHOLDERS OF THE COMPANY A RESOLUTION
TO ALTER THE CAPITAL STRUCTURE OF THE COMPANY THROUGH
A SCHEME OF ARRANGEMENT UNDER S425 COMPANIES ACT 1985
WHEREBY EITHER: 28.1 A NEW GROUP HOLDING COMPANY IS
FORMED TO HOLD 100% OF THE SHARE CAPITAL OF THE
COMPANY AND THE NEW GROUP HOLDING COMPANY ISSUES TO
THE EXISTING SHAREHOLDERS OF THE COMPANY, PRO RATA TO
THEIR SHAREHOLDINGS IN THE COMPANY, IN CONSIDERATION
FOR THE CANCELLATION OF THEIR SHARES IN THE COMPANY:
I) AT LEAST GBP 0.65 PRINCIPAL AMOUNT OF NEW LISTED
BONDS PER ISSUED SHARE IN THE COMPANY, ISSUED OR
GUARANTEED BY SUCH HOLDING COMPANY OR THE COMPANY,
DENOMINATED IN SUCH CURRENCIES AS THE BOARD SEES FIT
AND BEARING INTEREST AT SUCH RATE AND CONTAINING SUCH
OTHER TERMS AS THE BOARD DETERMINES, WITH THE ADVICE
OF THE COMPANY'S FINANCIAL ADVISORS, WILL RESULT IN
SUCH BONDS TRADING AT PAR UPON ISSUANCE; II) A NEW
CLASS OF LISTED TRACKING SHARES REPRESENTING IN
AGGREGATE 100% OF THE COMPANY'S 45% ECONOMIC INTEREST
IN CELLCO PARTNERSHIP (DOING BUSINESS AS VERIZON
WIRELESS) AND ENTITLING THE HOLDERS THEREOF TO RECEIVE
DIVIDENDS BASED ON THE NEW GROUP HOLDING COMPANY'S
NET EARNINGS ATTRIBUTABLE TO, AND DIVIDENDS RECEIVED
FROM, CELLCO PARTNERSHIP (DOING BUSINESS AS VERIZON
WIRELESS), ACCOUNTED FOR SEPARATELY; TO RECEIVE THE
NET PROCEEDS FROM THE SALE OR OTHER DISPOSAL OF THE
NEW GROUP HOLDING COMPANY'S INTEREST IN CELLCO
PARTNERSHIP (DOING BUSINESS AS VERIZON WIRELESS); AND
TO SUCH OTHER RIGHTS AND PREFERENCES AS THE BOARD SEES
FIT; AND III) 100% OF THE ORDINARY SHARES IN SUCH NEW
GROUP COMPANY; OR 28.2 THE EXISTING SHAREHOLDERS OF
THE COMPANY RECEIVE, PRO RATA TO THEIR SHAREHOLDINGS
IN THE COMPANY, IN CONSIDERATION FOR THE CANCELLATION
OF THEIR SHARES IN THE COMPANY: I) 100% OF THE
ORDINARY SHARES OF A NEW HOLDING COMPANY THAT OWNS,
DIRECTLY OR INDIRECTLY, THE COMPANY'S ENTIRE INTEREST
IN CELLCO PARTNERSHIP (DOING BUSINESS AS VERIZON
WIRELESS); II) 100% OF A SECOND NEW HOLDING COMPANY
THAT OWNS, DIRECTLY OR INDIRECTLY, THE COMPANY'S OTHER
ASSETS; AND III) AT LEAST GBP 0.65 PRINCIPAL AMOUNT
OF NEW LISTED BONDS PER ISSUED SHARE IN THE COMPANY,
ISSUED OR GUARANTEED BY E
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: VOESTALPINE AG
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/4/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEOVE THE APPROVED ANNUAL FINANCIAL ISSUER NO N/A N/A
STATEMENT OF VOESTALPINE AG, THE MANAGEMENT REPORT
COMBINED WITH THE GROUP MANAGEMENT REPORT, THE GROUPS
CONSOLIDATED FINANCIAL STATEMENT AS WELL AS THE REPORT
OF THE SUPERVISORY BOARD TO THE AGM ON THE BUSINESS
YEAR 2006/2007
PROPOSAL #2.: APPROVE THE ALLOCATION OF THE BALANCE ISSUER NO N/A N/A
SHEET PROFIT OF THE BUSINESS YEAR 2006/2007
PROPOSAL #3.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
MANAGEMENT BOARD FOR THE BUSINESS YEAR 2006/2007
PROPOSAL #4.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD FOR THE BUSINESS YEAR2006/2007
PROPOSAL #5.: ELECT THE AUDITOR OF THE ANNUAL ISSUER NO N/A N/A
FINANCIAL STATEMENT AND THE GROUPS CONSOLIDATED
FINANCIAL STATEMENT FOR THE BUSINESS YEAR 2007/2008
PROPOSAL #6.: ELECT 1 MEMBER OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #7.A: AUTHORIZE THE MANAGEMENT BOARD UNTIL 30 ISSUER NO N/A N/A
JUN 2010 TO INCREASE THE COMPANY'S CAPITAL STOCK BY
UP TO EUR 57,556,884.66, IN SEVERAL TRANCHES, IF
REQUIRED, BY ISSUING UP TO 31,680,000 INDIVIDUAL
BEARER SHARES WITH NO PAR VALUE AGAINST CASH OR
CONTRIBUTION IN KIND, IN THE LATTER CASE ESPECIALLY BY
CONTRIBUTING STAKES, ENTERPRISES, FIRMS AND PARTS OF
FIRMS, INCLUDING THE PARTIAL OR WHOLE EXCLUSION OF THE
SUBSCRIPTION RIGHT OF THE SHAREHOLDERS THE RESPECTIVE
EXERCISE, THE RATE OF ISSUANCE AND THE TERMS OF
ISSUANCE ARE TO BE DETERMINED IN ACCORDANCE WITH THE
SUPERVISORY BOARD; AND AUTHORIZE THE SUPERVISORY BOARD
TO RESOLVE UPON THE AMENDMENTS OF THE ARTICLES OF
ASSOCIATION WHICH RESULT FROM THE ISSUANCE OF SHARES
OF THE AUTHORIZED CAPITAL STOCK
PROPOSAL #7.B: AUTHORIZE THE MANAGEMENT BOARD UNTIL 30 ISSUER NO N/A N/A
JUN 2010 TO INCREASE THE COMPANY'S CAPITAL STOCK
ADDITIONALLY BY UP TO EUR 28,778,442.33, IN SEVERAL
TRANCHES, IF REQUIRED, BY ISSUING UP TO 15,840,000
INDIVIDUAL BEARER SHARES WITH NO PAR VALUE FOR
ISSUANCE TO EMPLOYEES, EXECUTIVE OFFICERS AND BOARD
MEMBERS OF THE MANAGEMENT BOARD OF THE COMPANY WITHIN
THE SCOPE OF AN EMPLOYEE PARTICIPATION PROGRAM OR
SHARE OPTION PROGRAM, EXCLUDING THE SUBSCRIPTION RIGHT
OF THE SHAREHOLDERS; THE RESPECTIVE EXERCISE, THE
RATE OF ISSUANCE AND THE TERMS OF ISSUANCE ARE TO BE
DETERMINED IN ACCORDANCE WITH THE SUPERVISORY BOARD
AND AUTHORIZE THE SUPERVISORY BOARD TO RESOLVE UPON
THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION
RESULTING FROM THE ISSUANCE OF SHARES OF THE
AUTHORIZED CAPITAL STOCK
PROPOSAL #7.C: APPROVE THE RESPECTIVE MODIFICATION OF ISSUER NO N/A N/A
THE ARTICLES OF ASSOCIATION IN SECTION4 ?CAPITAL STOCK
AND SHARES? PARAGRAPH 2
PROPOSAL #8.A: GRANT AUTHORITY TO PURCHASE OWN SHARES ISSUER NO N/A N/A
IN ACCORDANCE WITH SECTION 65 PARAGRAPH 1 NUMBER 4 OF
THE AUSTRIAN STOCK CORPORATION ACT FOR THE PURPOSE OF
ISSUANCE TO EMPLOYEES, EXECUTIVE OFFICERS AND MEMBERS
OF THE MANAGEMENT BOARD OF THE COMPANY OR OF ITS
SUBSIDIARIES AS WELL AS ON THE AUTHORIZATION TO
PURCHASE OWN SHARES IN ACCORDANCE WITH SECTION 65
PARAGRAPH 1 NUMBER 8 OF THE AUSTRIAN STOCK CORPORATION
ACT EACH TO THE MAXIMUM EXTENT OF A TOTAL OF 10% OF
THE NOMINAL CAPITAL BY TAKING INTO ACCOUNT THE LIMITS
ACCORDING TO SECTION 65 PARAGRAPH 2 FIRST SENTENCE OF
THE AUSTRIAN STOCK CORPORATION ACT AT A LOWEST PRICE
OF A MAXIMUM OF 20% BELOW AND AT A HIGHEST PRICE OF A
MAXIMUM OF 10% ABOVE THE AVERAGE OF THE CLOSING RATES
OF THE LAST 3 TRADING DAYS PRIOR TO THE PURCHASE OF
OWN SHARES WITH A MAXIMUM PERIOD OF VALIDITY OF 18
MONTHS FOR THE ACQUISITION
PROPOSAL #8.B: AUTHORIZE THE MANAGEMENT BOARD UNTIL 30 ISSUER NO N/A N/A
JUN 2012 TO DETERMINE A METHOD OF SELLING OWN SHARES
IN A MANNER OTHER THAN VIA THE STOCK EXCHANGE OR A
PUBLIC OFFER, EXCLUDING SHAREHOLDERS SUBSCRIPTION
RIGHTS
PROPOSAL #8.C: AUTHORIZE THE MANAGEMENT BOARD TO ISSUER NO N/A N/A
DECREASE THE SHARE CAPITAL OF THE COMPANY ACCORDING TO
SECTION 65 PARAGRAPH 1 NUMBER 8 LAST SENTENCE IN
CONNECTION WITH SECTION 192 OF THE AUSTRIAN STOCK
CORPORATION ACT BY UP TO EUR 28,778,442,33 BY THE
REDEMPTION OF UP TO 15,840,000 INDIVIDUAL BEARER
SHARES WITH NO PAR VALUE WITHOUT ANY FURTHER
RESOLUTION BY THE AGM; AND AUTHORIZE THE SUPERVISORY
BOARD TO RESOLVE UPON THE AMENDMENTS OF THE ARTICLES
OF ASSOCIATION REQUIRED UPON THE WITHDRAWAL OF SHARES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WEICHAI POWER CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/19/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT OF THE COMPANY ISSUER YES FOR FOR
FOR THE YEAR ENDED 31 DEC 2007
PROPOSAL #2.: APPROVE THE REPORT OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS OF THE COMPANY FOR THE YE 31 DEC2007
PROPOSAL #3.: APPROVE THE REPORT OF THE SUPERVISORY ISSUER YES FOR FOR
COMMITTEE OF THE COMPANY FOR THE YE 31 DEC 2007
PROPOSAL #4.: RECEIVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR FOR
OF THE COMPANY AND THE AUDITORS REPORT FOR THE YE 31
DEC 2007
PROPOSAL #5.: APPROVE THE REPORT OF THE AUDITED ISSUER YES FOR FOR
FINANCIAL STATEMENTS AND THE AUDITORS REPORT OF THE
COMPANY FOR THE YE 31 DEC 2007
PROPOSAL #6.: APPROVE THE DISTRIBUTION OF PROFIT TO ISSUER YES FOR FOR
THE SHAREHOLDERS OF THE COMPANY FOR THEYE 31 DEC 2007
PROPOSAL #7.: RE-APPOINT SHANDONG ZHENG YUAN HEXIN ISSUER YES FOR FOR
ACCOUNTANTS LIMITED AS THE PRC AUDITORS OF THE COMPANY
AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR
REMUNERATION
PROPOSAL #8.: RE-APPOINT MESSRS. DELOITTE TOUCHE ISSUER YES FOR FOR
TOHMATSU AS THE NON-PRC AUDITORS OF THE COMPANY AND
AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION
PROPOSAL #9.: AUTHORIZE THE BOARD OF DIRECTORS FOR ISSUER YES FOR FOR
PAYMENT OF INTERIM DIVIDEND ?IF ANY? TO THE
SHAREHOLDERS OF THE COMPANY FOR THE YE 31 DEC 2008
PROPOSAL #S.10: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR FOR
THE COMPANY ?THE EXISTING ARTICLES? BY CHANGING THE
NAME FOR WEIFANG DIESEL FACTORY TO WEICHAI GROUP
HOLDINGS LIMITED AND BY REPLACING THE 1ST PARAGRAPH OF
ARTICLE 7, AS SPECIFIED
PROPOSAL #S.11: AUTHORIZE THE BOARD OF THE DIRECTORS ISSUER YES AGAINST AGAINST
TO SEPARATELY OR CONCURRENTLY ALLOT, ISSUE AND DEAL
WITH ADDITIONAL A SHARES AND/OR H SHARES AND TO MAKE
OR GRANT OFFERS, AGREEMENTS AND/OR OPTIONS IN RESPECT
THEREOF, SUBJECT TO THE FOLLOWING CONDITIONS: A) THE
GENERAL MANDATE SHALL NOT EXTEND BEYOND THE RELEVANT
PERIOD SAVE THAT THE BOARD OF DIRECTORS MAY DURING THE
RELEVANT PERIOD MAKE OR GRANT OFFERS, AGREEMENTS
AND/OR OPTIONS WHICH MAY REQUIRE THE EXERCISE OF SUCH
POWER AFTER THE END OF THE RELEVANT PERIOD; B) THE
AGGREGATE NOMINAL AMOUNT OF THE A SHARES AND THE H
SHARES ALLOTTED AND ISSUED OR AGREED CONDITIONALLY OR
UNCONDITIONALLY TO BE ALLOTTED AND ISSUED ?WHETHER
PURSUANT TO AN OPTION OR OTHERWISE? BY THE BOARD OF
DIRECTORS ?OTHERWISE THAN PURSUANT TO ANY SCRIP
DIVIDEND SCHEME ?OR SIMILAR ARRANGEMENT PROVIDING FOR
THE ALLOTMENT AND ISSUE OF SHARES IN LIEU OF THE WHOLE
OR PART OF A DIVIDEND?, ANY SHARE OPTION SCHEME, A
RIGHTS ISSUE OR ANY SEPARATE APPROVAL OF THE
SHAREHOLDERS OF THE COMPANY? SHALL NOT EXCEED 20% OF
THE AGGREGATE NOMINAL AMOUNT OF THE A AND H SHARES IN
ISSUE, RESPECTIVELY, IN EACH CASE AS AT THE DATE OF
PASSING OF THIS RESOLUTION; AND C) THE BOARD OF
DIRECTORS WILL ONLY EXERCISE ITS POWER UNDER THE
GENERAL MANDATE IN ACCORDANCE WITH THE COMPANY LAW OF
THE PEOPLE'S REPUBLIC OF CHINA ?THE PRC, WHICH FOR THE
PURPOSE OF THIS RESOLUTION EXCLUDES THE HONG KONG
SPECIAL ADMINISTRATIVE REGION ?HONG KONG?, THE MACAU
SPECIAL ADMINISTRATIVE REGION AND TAIWAN? AND THE
RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK
EXCHANGE OF HONG KONG LIMITED ?AS MAY BE AMENDED FROM
TIME TO TIME? AND, IF REQUIRED, ONLY IF ALL NECESSARY
APPROVALS FROM THE CHINA SECURITIES REGULATORY
COMMISSION AND/OR OTHER RELEVANT PRC GOVERNMENT
AUTHORITIES ARE OBTAINED ?PROVIDED THAT IN THE EVENT
THAT A SHARES ARE TO BE ISSUED PURSUANT TO THE GENERAL
MANDATE, AND IF THE THEN APPLICABLE LAWS AND
REGULATIONS OF THE PRC REQUIRE SUCH ISSUE TO BE
APPROVED BY THE SHAREHOLDERS OF THE COMPANY, FURTHER
MEETING(S) OF THE SHAREHOLDERS OF THE COMPANY WILL BE
CONVENED TO CONSIDER AND APPROVE SUCH A SHARE ISSUE;
AND IN THE EVENT THAT THE GENERAL MANDATE IS NOT
APPROVED BY THE RELEVANT REGULATORY AUTHORITIES IN THE
PRC IN RESPECT OF THE ISSUE OF A SHARES, THE GENERAL
MANDATE SHALL BE LIMITED TO THE ISSUE OF H SHARES
ONLY?; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY FOLLOWING THE PASSING OF THIS SPECIAL
RESOLUTION, UNLESS, BY A SPECIAL RESOLUTION PASSED AT
THAT MEETING, THE GENERAL MANDATE IS RENEWED, EITHER
UNCONDITIONALLY OR SUBJECT TO CONDITIONS OR THE EXPIRY
OF THE PERIOD WITHIN WHICH THE NEXT AGM IS REQUIRED
BY THE ARTICLES OF ASSOCIATION OF THE COMPANY OR ANY
APPLICABLE LAW TO BE HELD?; AND, AUTHORIZE THE BOARD
OF DIRECTORS, CONTINGENT ON THE BOARD OF DIRECTORS
RESOLVING TO EXERCISE THE GENERAL MANDATE AND/OR ISSUE
SHARES PURSUANT TO THIS RESOLUTION ABOVE: A) TO
APPROVE, EXECUTE AND DO, AND/OR PROCURE TO BE EXECUTED
AND DONE, ALL SUCH DOCUMENTS, DEEDS AND MATTERS WHICH
IT MAY CONSIDER NECES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WESTPAC BANKING CORP, SYDNEY NSW
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/13/2007 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 AUDITORS REPORT OF WESTPAC
FOR THE YE 30 SEP 2007
PROPOSAL #2.a: RE-ELECT MR. EDWARD ?TAD? ALFRED EVANS ISSUER YES FOR FOR
AS A DIRECTOR OF WESTPAC BANKING CORPORATION, WHO
RETIRES IN ACCORDANCE WITH ARTICLES 9.2 AND 9.3 OF THE
CONSTITUTION
PROPOSAL #2.b: RE-ELECT MR. GORDON MCKELLAR CAIRNS AS ISSUER YES FOR FOR
A DIRECTOR OF WESTPAC BANKING CORPORATION, WHO RETIRES
IN ACCORDANCE WITH ARTICLES 9.2 AND 9.3 OF THE
CONSTITUTION
PROPOSAL #3.: APPROVE, FOR THE PURPOSE OF ASX LISTING ISSUER YES FOR FOR
RULE 10.14, TO GRANT THE RESTRICTED SHARES UNDER THE
CHIEF EXECUTIVE OFFICER RESTRICTED SHARE PLAN AND
GRANT OF PERFORMANCE SHARE RIGHTS AND PERFORMANCE
OPTIONS UNDER THE CHIEF EXECUTIVE OFFICER PERFORMANCE
PLAN TO THE FUTURE MANAGING DIRECTOR AND THE CHIEF
EXECUTIVE OFFICER, MR. GAIL KELLY, AS SPECIFIED
PROPOSAL #S.4: AMEND THE WESTPAC CONSTITUTION AS ISSUER YES FOR FOR
SPECIFIED
PROPOSAL #5.: ADOPT THE ANNUAL REMUNERATION REPORT FOR ISSUER YES FOR FOR
THE YE 30 SEP 2007
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WIMM BILL DANN FOODS
TICKER: WBD CUSIP: 97263M109
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF WBD FOODS OJSC ANNUAL ISSUER YES FOR N/A
REPORT: BE IT RESOLVED THAT WBD FOODS OJSC ANNUAL
REPORT, PREPARED ON THE BASIS OF ACCOUNTING DATA
ACCORDING TO RUSSIAN STANDARDS FOR Y2007, BE APPROVED.
PROPOSAL #02: APPROVAL OF THE ANNUAL FINANCIAL ISSUER YES FOR N/A
STATEMENTS, INCLUDING THE INCOME STATEMENT, (PROFIT
AND LOSS ACCOUNTS) OF WBD FOODS OJSC: BE IT RESOLVED
THAT THE Y2007 ANNUAL FINANCIAL STATEMENTS, INCLUDING
THE INCOME STATEMENT (PROFIT AND LOSS ACCOUNTS) OF WBD
FOODS OJSC, BE APPROVED.
PROPOSAL #03: ALLOCATION OF THE PROFIT (INCLUDING ISSUER YES FOR N/A
PAYMENT/DECLARATION OF DIVIDENDS) AND LOSSES OF WBD
FOODS OJSC: THE PART OF NET PROFIT REFLECTED IN Y2007
FINANCIAL STATEMENTS IN ACCORDANCE WITH RUSSIAN
STANDARDS, IN THE AMOUNT OF 9 897 017 RUR 16 KOP. BE
TRANSFERRED TO THE RESERVE FUND. THE REST OF THE NET
PROFIT IN THE AMOUNT OF 967 589 417 RUR 82 KOP. BE
UNALLOCATED. NOT TO DECLARE PAYMENT OF DIVIDENDS.
PROPOSAL #04: APPROVAL OF ERNST & YOUNG LLC AS WBD ISSUER YES FOR N/A
FOODS OJSC AUDITOR FOR 2008.
PROPOSAL #5A: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES FOR N/A
BOARD OF DIRECTORS: DE SELLIERS, GUY YOU MUST RETURN
THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #5B: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES AGAINST N/A
BOARD OF DIRECTORS: DUBININ, MIKHAIL VLADIMIROVICH
YOU MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.
PROPOSAL #5C: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES AGAINST N/A
BOARD OF DIRECTORS: O NEIL, MICHAEL YOU MUST RETURN
THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #5D: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES AGAINST N/A
BOARD OF DIRECTORS: ORLOV, ALEKSANDR SERGEEVICH YOU
MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.
PROPOSAL #5E: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES AGAINST N/A
BOARD OF DIRECTORS: PLASTININ, SERGEI ARKADIEVICH YOU
MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.
PROPOSAL #5F: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES AGAINST N/A
BOARD OF DIRECTORS: YUSHVAEV, GAVRIL ABRAMOVICH YOU
MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.
PROPOSAL #5G: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES AGAINST N/A
BOARD OF DIRECTORS: IAKOBACHVILI, DAVID YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #5H: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES AGAINST N/A
BOARD OF DIRECTORS: YASSIN, EVGENY GRIGORIEVICH YOU
MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.
PROPOSAL #5I: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES AGAINST N/A
BOARD OF DIRECTORS: RHODES, MARCUS J. YOU MUST RETURN
THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #5J: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES AGAINST N/A
BOARD OF DIRECTORS: KOSTIKOV, IGOR VLADIMIROVICH YOU
MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.
PROPOSAL #5K: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES AGAINST N/A
BOARD OF DIRECTORS: VINCENT, JACQUES YOU MUST RETURN
THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.
PROPOSAL #06: APPROVAL OF CHANGE OF THE AMOUNT OF THE ISSUER YES FOR N/A
BOARD OF DIRECTOR MEMBER COMPENSATION.
PROPOSAL #7A: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES FOR N/A
AUDITING COMMISSION: GAVRILENKO, LESYA MIKHAILOVNA
PROPOSAL #7B: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES FOR N/A
AUDITING COMMISSION: DAVIDIUK, ALEXANDER ANATOLIEVICH
PROPOSAL #7C: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES FOR N/A
AUDITING COMMISSION: DZHEMELINSKAYA, VICTORIA
VALERIEVNA
PROPOSAL #7D: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES FOR N/A
AUDITING COMMISSION: IESHKINA, IRINA NIKOLAEVNA
PROPOSAL #7E: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES FOR N/A
AUDITING COMMISSION: NAZAROVA, TATIANA ANATOLIEVNA
PROPOSAL #7F: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES FOR N/A
AUDITING COMMISSION: KOZLOVA, ELENA ALEKSEEVNA
PROPOSAL #7G: ELECTION OF THE MEMBER OF WBD FOODS OJSC ISSUER YES FOR N/A
AUDITING COMMISSION: POPOV, ALEXANDER DMITRIEVICH
PROPOSAL #08: APPROVAL OF THE COMPANY'S AMENDED ISSUER YES AGAINST N/A
CHARTER.
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ISSUER: WOORI FIN HLDGS CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT ISSUER YES FOR FOR
PROPOSAL #2.: APPROVE THE PARTIAL AMENDMENT TO THE ISSUER YES FOR FOR
ARTICLES OF INCORPORATION
PROPOSAL #3.: ELECT THE AUDITOR COMMITTEE MEMBER AS A ISSUER YES FOR FOR
OUTSIDE DIRECTOR
PROPOSAL #4.: APPROVE THE LIMIT OF REMUNERATION FOR ISSUER YES FOR FOR
THE DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WOORI FINANCE HOLDINGS CO LTD, SEOUL
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT THE DIRECTORS ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: XSTRATA PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/6/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ANNUAL REPORT AND ISSUER YES FOR FOR
FINANCIAL STATEMENTS OF THE COMPANY AND THE REPORTS OF
THE DIRECTORS AND THE AUDITORS THEREON FOR THE YE 31
DEC 2007
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF USD 0.34 ISSUER YES FOR FOR
CENTS PER ORDINARY SHARE IN RESPECT OF THE YE 31 DEC
2007
PROPOSAL #3.: RECEIVE AND APPROVE THE DIRECTORS ISSUER YES FOR FOR
REMUNERATION REPORT AS SPECIFIED FOR THE YE 31 DEC 2007
PROPOSAL #4.: RE-ELECT MR. WILLY STROTHOTTE, AS A NON- ISSUER YES ABSTAIN AGAINST
EXECUTIVE DIRECTOR, WHO RETIRES IN ACCORDANCE WITH
ARTICLE 128 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. PAUL HAZEN, AS A NON- ISSUER YES FOR FOR
EXECUTIVE DIRECTOR, WHO RETIRES IN ACCORDANCE WITH
ARTICLE 128 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. LAN STRACHAN AS A NON- ISSUER YES FOR FOR
EXECUTIVE DIRECTOR, WHO RETIRES IN ACCORDANCE WITH
ARTICLE 128 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #7.: RE-ELECT MR. CLAUDE LAMOUREUX, AS A NON- ISSUER YES FOR FOR
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 FOR
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 FOR
FOR ALL EXISTING AUTHORITY, AND PURSUANT BY ARTICLE
14 OF THE COMPANY'S ARTICLES OF ASSOCIATION, TO ALLOT
RELEVANT SECURITIES ?SECTION 80? UP TO AN AMOUNT OF
USD 161,944,486.00 ?EQUIVALENT TO 323,888,972 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 AFTER THE PASSING OF THIS
RESOLUTION?
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR FOR
SUBSTITUTION FOR ALL EXISTING AUTHORITY, PURSUANTBY
ARTICLE 15 OF THE COMPANY'S ARTICLES OF ASSOCIATION,
TO ALLOT EQUITY SECURITIES, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS ?SECTION 89(1)? OF THE COMPANIES
ACT 1985, AND THE AMOUNT IS USD 24,291,673.00
?EQUIVALENT TO 48,583,346 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 AFTER THE PASSING OF THIS RESOLUTION?
PROPOSAL #S.11: AMEND THE NEW FORM OF ARTICLE OF ISSUER YES FOR FOR
ASSOCIATION OF THE COMPANY PRODUCED TO THE MEETING AND
INITIALED BY THE CHAIRMAN FOR THE PURPOSE OF
IDENTIFICATION AS NEW ARTICLES A ?THE NEW ARTICLE ?
DE ADOPTED AS THE ARTICLE OF ASSOCIATION OF THE
COMPANY WITH THE EFFECT FROM THE CONCLUSION OF THE
MEETING IN SUBSTITUTION FOR, AND TO EXCLUSION OF, THE
EXISTING ARTICLE OF ASSOCIATION
PROPOSAL #S.12: AMEND, SUBJECT TO THE PASSING ISSUER YES FOR FOR
RESOLUTION 11, THAT THE PROPOSED NEW FORM OF ARTICLE
OF ASSOCIATION OF THE COMPANY PRODUCED TO THE MEETING
AND INITIALED BY THE CHAIRMAN FOR THE PURPOSE OF
IDENTIFICATION AS NEW ARTICLES B BE ADOPTED AS THE
ARTICLE OF ASSOCIATION OF THE COMPANY WITH EFFECT FROM
THE ENTRY INTO FORCE OF SECTION 175 OF COMPANIES ACT
2006 AT 00:01AM ON 01 OCT 2008, IN SUBSTITUTION FOR,
AND TO THE EXCLUSION OF, THE NEW ARTICLES
PROPOSAL #13.: APPROVE THE AMENDMENTS TO THE RULES OF ISSUER YES FOR FOR
THE XSTRATA PLC ADDED VALUE INCENTIVE PLAN, WHICH ARE
SUMMARIZED AS SPECIFIED IN THE NOTICE OF AGM, AND ARE
SHOWN IN THE COPY OF THE RULES PRODUCED TO THE MEETING
AND INITIALED BY THE CHAIRMAN FOR THE PURPOSE OF
IDENTIFICATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: YASKAWA ELECTRIC CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/18/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.13: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.14: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.15: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.16: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.17: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.3: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #4.: APPOINT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #5.: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR FOR
PROPOSAL #6.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR FOR
DIRECTORS
PROPOSAL #7.: APPROVE PAYMENT OF ACCRUED BENEFITS ISSUER YES FOR FOR
ASSOCIATED WITH ABOLITION OF RETIREMENT BENEFIT SYSTEM
FOR CURRENT CORPORATE OFFICERS
PROPOSAL #8.: APPROVE RETIREMENT ALLOWANCE FOR ISSUER YES FOR FOR
RETIRING OUTSIDE CORPORATE AUDITORS, AND PAYMENT OF
ACCRUED BENEFITS ASSOCIATED WITH ABOLITION OF
RETIREMENT BENEFIT SYSTEM FOR CURRENT OUTSIDE DIRECTOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ZINIFEX LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, FOR THE PURPOSE OF ASX LISTING ISSUER YES FOR N/A
RULE 11.4, TO DISPOSE THE ZINIFEX SMELTING BUSINESS TO
NYRSTAR; AND TO SELL THE NYRSTAR SHARES RECEIVED BY
ZINIFEX AS A RESULT OF THE DISPOSAL THROUGH AN IPO
THAT WILL NOT INVOICE A PRO-RATA OFFERING TO ZINIFEX
SHAREHOLDERS
PROPOSAL #2.: APPROVE FOR THE PURPOSE OF ASX LISTING ISSUER YES FOR N/A
RULE 6.23, SUBJECT TO AND CONDITIONAL UPON THE NYRSTAR
PROPOSAL PROCEEDING, THE CHANGES TO THE TERMS OF THE
LTIOS HELD BY THE CONTINUING EXECUTIVES, AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ZINIFEX LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS FOR THE ISSUER YES FOR FOR
COMPANY FOR THE YE 30 JUN 2007, TOGETHER WITH THE
DIRECTORS REPORT AND AUDITOR'S REPORT AS SPECIFIED
PROPOSAL #2.: RE-ELECT DR. PETER CASSIDY AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH RULE
46 OF THE COMPANY'S CONSTITUTION
PROPOSAL #3.: APPROVE, IN ACCORDANCE WITH RULE 47(B) ISSUER YES FOR FOR
OF THE COMPANY'S CONSTITUTION, TO INCREASE THE TOTAL
MAXIMUM AMOUNT OR VALUE OF REMUNERATION WHICH MAY BE
PROVIDED BY THE COMPANY TO ALL THE NON-EXECUTIVE
DIRECTORS FOR THEIR SERVICES AS THE DIRECTORS BY AUD
500,000 TO A MAXIMUM SUM OF AUD 2,000,000 A YEAR
PROPOSAL #4.: ADOPT THE REMUNERATION REPORT FOR THE YE ISSUER YES FOR FOR
30 JUN 2007
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ZINIFEX LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/16/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, PURSUANT TO AND IN ACCORDANCE ISSUER YES FOR FOR
WITH SECTION 411 OF THE CORPORATIONS ACT, THE SCHEME
OF ARRANGEMENT PROPOSED BETWEEN ZINIFEX AND THE
HOLDERS OF ITS ORDINARY SHARES ?WITH OR WITHOUT
MODIFICATION AS APPROVED BY THE SUPREME COURT OF
VICTORIA?
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ZURICH FINANCIAL SERVICES, ZUERICH
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/3/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO VOTE IN THE UPCOMING MEETING, YOUR ISSUER YES FOR AGAINST
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: ZURICH FINANCIAL SERVICES, ZUERICH
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/3/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL REPORT INCLUDING ISSUER YES FOR FOR
REMUNERATION REPORT, THE ANNUAL FINANCIALSTATEMENTS
AND CONSOLIDATED FINANCIAL STATEMENTS FOR 2007
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER YES FOR FOR
AVAILABLE EARNINGS OF ZURICH FINANCIAL SERVICES FOR
2007
PROPOSAL #3.: APPROVE TO RELEASE THE MEMBERS OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS AND THE GROUP EXECUTIVE COMMITTEE
PROPOSAL #4.: APPROVE THE SHARE CAPITAL REDUCTION AND ISSUER YES FOR FOR
AMEND THE ARTICLE 5 OF THE ARTICLES OF INCORPORATION
PROPOSAL #5.: APPROVE TO EXTEND THE AUTHORIZED SHARE ISSUER YES FOR FOR
CAPITAL AND AMEND THE ARTICLE 5 BIS PARAGRAPH 1 OF THE
ARTICLES OF INCORPORATION
PROPOSAL #6.: APPROVE THE EDITORIAL CHANGE TO THE ISSUER YES FOR FOR
ARTICLES OF INCORPORATION ?ARTICLES 10 AND 25?
PROPOSAL #7.1.1: ELECT MS. SUSAN BIES AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.1.2: ELECT MR. VICTOR CHU AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.1.3: RE-ELECT MR. MANFRED GENTZ AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #7.1.4: RE-ELECT MR. FRED KINDLE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.1.5: RE-ELECT MR. TOM DE SWAAN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #7.2: RATIFY PRICEWATERHOUSECOOPERS AG AS THE ISSUER YES FOR FOR
AUDITORS
PROPOSAL #7.3: RATIFY OBT AG AS SPECIAL AUDITORS ISSUER YES FOR FOR
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VANGUARD TRUSTEES' EQUITY FUND
By: /s/John J. Brennan
(Heidi Stam)
John J. Brennan*
Chairman & Chief Executive Officer
Date: August 28, 2008
* By Power of Attorney. Filed on January 18, 2008, see File Number 2-29601.
Incorporated by Reference.
