| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1A. | | ELECTION OF DIRECTOR: JAMES C. DAY | | Management | | For | | For | | Y |
| | | | | |
| 1B. | | ELECTION OF DIRECTOR: JULIE H. EDWARDS | | Management | | For | | For | | Y |
| | | | | |
| 1C. | | ELECTION OF DIRECTOR: WILLIAM L. FORD | | Management | | For | | For | | Y |
| | | | | |
| 1D. | | ELECTION OF DIRECTOR: JOHN W. GIBSON | | Management | | For | | For | | Y |
| | | | | |
| 1E. | | ELECTION OF DIRECTOR: BERT H. MACKIE | | Management | | For | | For | | Y |
| | | | | |
| 1F. | | ELECTION OF DIRECTOR: STEVEN J. MALCOLM | | Management | | For | | For | | Y |
| | | | | |
| 1G. | | ELECTION OF DIRECTOR: JIM W. MOGG | | Management | | For | | For | | Y |
| | | | | |
| 1H. | | ELECTION OF DIRECTOR: PATTYE L. MOORE | | Management | | For | | For | | Y |
| | | | | |
| 1I. | | ELECTION OF DIRECTOR: GARY D. PARKER | | Management | | For | | For | | Y |
| | | | | |
| 1J. | | ELECTION OF DIRECTOR: EDUARDO A. RODRIGUEZ | | Management | | For | | For | | Y |
| | | | | |
| 1K. | | ELECTION OF DIRECTOR: GERALD B. SMITH | | Management | | For | | For | | Y |
| | | | | |
| 1L. | | ELECTION OF DIRECTOR: DAVID J. TIPPECONNIC | | Management | | For | | For | | Y |
| | | | | |
| 2. | | RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ONEOK, INC. FOR THE YEAR ENDING DECEMBER 31, 2012. | | Management | | For | | For | | Y |
| | | | | |
| 3. | | A PROPOSAL TO APPROVE ADDITIONAL SHARES FOR ISSUANCE UNDER THE ONEOK, INC. EMPLOYEE STOCK AWARD PROGRAM. | | Management | | For | | For | | Y |
| | | | | |
| 4. | | A PROPOSAL TO AMEND AND RESTATE THE ONEOK, INC. EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE PLAN. | | Management | | For | | For | | Y |
| | | | | |
| 5. | | A PROPOSAL TO AMEND THE ONEOK, INC. CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK. | | Management | | For | | For | | Y |
| | | | | |
| 6. | | ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION. | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 01 | | ACCEPTANCE, IN A NON-BINDING VOTE, OF THE FINANCIAL STATEMENTS FOR THE TWELVE MONTH PERIOD ENDED AUGUST 31, 2011 AS PRESENTED | | Management | | For | | For | | Y |
| | | | | |
| 2A | | RE-APPOINTMENT OF DIRECTOR: DINA DUBLON | | Management | | For | | For | | Y |
| | | | | |
| 2B | | RE-APPOINTMENT OF DIRECTOR: WILLIAM D. GREEN | | Management | | For | | For | | Y |
| | | | | |
| 2C | | RE-APPOINTMENT OF DIRECTOR: NOBUYUKI IDEI | | Management | | For | | For | | Y |
| | | | | |
| 2D | | RE-APPOINTMENT OF DIRECTOR: MARJORIE MAGNER | | Management | | For | | For | | Y |
| | | | | |
| 03 | | RATIFICATION, IN A NON-BINDING VOTE, OF APPOINTMENT OF KPMG AS INDEPENDENT AUDITORS FOR THE 2012 FISCAL YEAR AND AUTHORIZATION, IN A BINDING VOTE, OF THE BOARD, ACTING THROUGH THE AUDIT COMMITTEE, TO DETERMINE KPMG’S REMUNERATION | | Management | | For | | For | | Y |
| | | | | |
| 04 | | APPROVAL, IN A NON-BINDING VOTE, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS | | Management | | For | | For | | Y |
| | | | | |
| 05 | | APPROVAL OF AMENDMENTS TO ACCENTURE PLC’S ARTICLES OF ASSOCIATION TO PROVIDE FOR THE PHASED-IN DECLASSIFICATION OF THE BOARD, BEGINNING IN 2013 | | Management | | For | | For | | Y |
| | | | | |
| 06 | | AUTHORIZATION TO HOLD THE 2013 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ACCENTURE PLC AT A LOCATION OUTSIDE OF IRELAND | | Management | | For | | For | | Y |
| | | | | |
| 07 | | AUTHORIZATION OF ACCENTURE TO MAKE OPEN-MARKET PURCHASES OF ACCENTURE PLC CLASS A ORDINARY SHARES | | Management | | For | | For | | Y |
| | | | | |
| 08 | | DETERMINATION OF THE PRICE RANGE AT WHICH ACCENTURE PLC CAN RE-ISSUE SHARES THAT IT ACQUIRES AS TREASURY STOCK | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1A. | | ELECTION OF DIRECTOR: DANIEL P. AMOS | | Management | | For | | For | | Y |
| | | | | |
| 1B. | | ELECTION OF DIRECTOR: JOHN SHELBY AMOS II | | Management | | For | | For | | Y |
| | | | | |
| 1C. | | ELECTION OF DIRECTOR: PAUL S. AMOS II | | Management | | For | | For | | Y |
| | | | | |
| 1D. | | ELECTION OF DIRECTOR: KRISS CLONINGER III | | Management | | For | | For | | Y |
| | | | | |
| 1E. | | ELECTION OF DIRECTOR: ELIZABETH J. HUDSON | | Management | | For | | For | | Y |
| | | | | |
| 1F. | | ELECTION OF DIRECTOR: DOUGLAS W. JOHNSON | | Management | | For | | For | | Y |
| | | | | |
| 1G. | | ELECTION OF DIRECTOR: ROBERT B. JOHNSON | | Management | | For | | For | | Y |
| | | | | |
| 1H. | | ELECTION OF DIRECTOR: CHARLES B. KNAPP | | Management | | For | | For | | Y |
| | | | | |
| 1I. | | ELECTION OF DIRECTOR: E. STEPHEN PURDOM, M.D. | | Management | | For | | For | | Y |
| | | | | |
| 1J. | | ELECTION OF DIRECTOR: BARBARA K. RIMER, DRPH | | Management | | For | | For | | Y |
| | | | | |
| 1K. | | ELECTION OF DIRECTOR: MARVIN R. SCHUSTER | | Management | | For | | For | | Y |
| | | | | |
| 1L. | | ELECTION OF DIRECTOR: MELVIN T. STITH | | Management | | For | | For | | Y |
| | | | | |
| 1M. | | ELECTION OF DIRECTOR: DAVID GARY THOMPSON | | Management | | For | | For | | Y |
| | | | | |
| 1N. | | ELECTION OF DIRECTOR: TAKURO YOSHIDA | | Management | | For | | For | | Y |
| | | | | |
| 2. | | TO CONSIDER THE FOLLOWING NON-BINDING ADVISORY PROPOSAL: “RESOLVED, THAT THE SHAREHOLDERS APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DESCRIBED N THE COMPENSATION DISCUSSION AND ANALYSIS, EXECUTIVE COMPENSATION TABLES AND ACCOMPANYING NARRATIVE DISCLOSURE IN THE PROXY STATEMENT. | | Management | | For | | For | | Y |
| | | | | |
| 3. | | TO CONSIDER AND ADOPT AN AMENDED AND RESTATED 2004 AFLAC INCORPORATED LONG-TERM INCENTIVE PLAN (“LTIP”), WITH NO ADDITIONAL SHARES AUTHORIZED UNDER THE LTIP. | | Management | | For | | For | | Y |
| | | | | |
| 4. | | TO CONSIDER AND ADOPT AN AMENDED AND RESTATED 2013 MANAGEMENT INCENTIVE PLAN. | | Management | | For | | For | | Y |
| | | | | |
| 5. | | RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2012. | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1A. | | ELECTION OF DIRECTOR: JOHN P. DAANE | | Management | | For | | For | | Y |
| | | | | |
| 1B. | | ELECTION OF DIRECTOR: T. MICHAEL NEVENS | | Management | | For | | For | | Y |
| | | | | |
| 1C. | | ELECTION OF DIRECTOR: ELISHA W. FINNEY | | Management | | For | | For | | Y |
| | | | | |
| 1D. | | ELECTION OF DIRECTOR: KEVIN MCGARITY | | Management | | For | | For | | Y |
| | | | | |
| 1E. | | ELECTION OF DIRECTOR: KRISH A. PRABHU | | Management | | For | | For | | Y |
| | | | | |
| 1F. | | ELECTION OF DIRECTOR: JOHN SHOEMAKER | | Management | | For | | For | | Y |
| | | | | |
| 1G. | | ELECTION OF DIRECTOR: THOMAS H. WAECHTER | | Management | | For | | For | | Y |
| | | | | |
| 1H. | | ELECTION OF DIRECTOR: SUSAN WANG | | Management | | For | | For | | Y |
| | | | | |
| 2. | | TO APPROVE AN AMENDMENT TO THE 2005 EQUITY INCENTIVE PLAN TO INCREASE BY 7,000,000 THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN. | | Management | | For | | For | | Y |
| | | | | |
| 3. | | TO APPROVE A SECOND AMENDMENT TO THE 2005 EQUITY INCENTIVE PLAN REGARDING NON-EMPLOYEE DIRECTOR EQUITY AWARDS. | | Management | | For | | For | | Y |
| | | | | |
| 4. | | TO APPROVE AN AMENDMENT TO THE 1987 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE BY 1,000,000 THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN. | | Management | | For | | For | | Y |
| | | | | |
| 5. | | TO APPROVE AMENDMENTS TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO ALLOW ACTION BY WRITTEN CONSENT OF STOCKHOLDERS. | | Management | | For | | For | | Y |
| | | | | |
| 6. | | TO APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE OFFICER COMPENSATION. | | Management | | For | | For | | Y |
| | | | | |
| 7. | | TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1A. | | ELECTION OF DIRECTOR: DR. DAVID BALTIMORE | | Management | | For | | For | | Y |
| | | | | |
| 1B. | | ELECTION OF DIRECTOR: MR. FRANK J. BIONDI, JR. | | Management | | For | | For | | Y |
| | | | | |
| 1C. | | ELECTION OF DIRECTOR: MR. ROBERT A. BRADWAY | | Management | | For | | For | | Y |
| | | | | |
| 1D. | | ELECTION OF DIRECTOR: MR. FRANCOIS DE CARBONNEL | | Management | | For | | For | | Y |
| | | | | |
| 1E. | | ELECTION OF DIRECTOR: DR. VANCE D. COFFMAN | | Management | | For | | For | | Y |
| | | | | |
| 1F. | | ELECTION OF DIRECTOR: DR. REBECCA M. HENDERSON | | Management | | For | | For | | Y |
| | | | | |
| 1G. | | ELECTION OF DIRECTOR: MR. FRANK C. HERRINGER | | Management | | For | | For | | Y |
| | | | | |
| 1H. | | ELECTION OF DIRECTOR: DR. TYLER JACKS | | Management | | For | | For | | Y |
| | | | | |
| 1I. | | ELECTION OF DIRECTOR: DR. GILBERT S. OMENN | | Management | | For | | For | | Y |
| | | | | |
| 1J. | | ELECTION OF DIRECTOR: MS. JUDITH C. PELHAM | | Management | | For | | For | | Y |
| | | | | |
| 1K. | | ELECTION OF DIRECTOR: ADM. J. PAUL REASON, USN (RETIRED) | | Management | | For | | For | | Y |
| | | | | |
| 1L. | | ELECTION OF DIRECTOR: MR. LEONARD D. SCHAEFFER | | Management | | For | | For | | Y |
| | | | | |
| 1M. | | ELECTION OF DIRECTOR: MR. KEVIN W. SHARER | | Management | | For | | For | | Y |
| | | | | |
| 1N. | | ELECTION OF DIRECTOR: DR. RONALD D. SUGAR | | Management | | For | | For | | Y |
| | | | | |
| 2. | | TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. | | Management | | For | | For | | Y |
| | | | | |
| 3. | | ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION. | | Management | | For | | For | | Y |
| | | | | |
| 4. | | TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE STOCKHOLDER ACTION BY WRITTEN CONSENT. | | Management | | For | | For | | Y |
| | | | | |
| 5A. | | STOCKHOLDER PROPOSAL #1 (INDEPENDENT CHAIRMAN OF THE BOARD). | | Shareholder | | For | | Against | | Y |
| | | | | |
| 5B. | | STOCKHOLDER PROPOSAL #2 (TRANSPARENCY IN ANIMAL USE). | | Shareholder | | Against | | For | | Y |
| | | | | |
| 5C. | | STOCKHOLDER PROPOSAL #3 (REQUEST FOR DISCLOSURE OF LOBBYING POLICIES AND PRACTICES). | | Shareholder | | For | | Against | | Y |
| | | | | |
| 5D. | | STOCKHOLDER PROPOSAL #4 (CEO TO SERVE ON A MAXIMUM OF ONE OTHER BOARD). | | Shareholder | | Against | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1A. | | ELECTION OF DIRECTOR: L. ANDREOTTI | | Management | | For | | For | | Y |
| | | | | |
| 1B. | | ELECTION OF DIRECTOR: L.B. CAMPBELL | | Management | | For | | For | | Y |
| | | | | |
| 1C. | | ELECTION OF DIRECTOR: J.M. CORNELIUS | | Management | | For | | For | | Y |
| | | | | |
| 1D. | | ELECTION OF DIRECTOR: L.J. FREEH | | Management | | For | | For | | Y |
| | | | | |
| 1E. | | ELECTION OF DIRECTOR: L.H. GLIMCHER, M.D. | | Management | | For | | For | | Y |
| | | | | |
| 1F. | | ELECTION OF DIRECTOR: M. GROBSTEIN | | Management | | For | | For | | Y |
| | | | | |
| 1G. | | ELECTION OF DIRECTOR: A.J. LACY | | Management | | For | | For | | Y |
| | | | | |
| 1H. | | ELECTION OF DIRECTOR: V.L. SATO, PH.D. | | Management | | For | | For | | Y |
| | | | | |
| 1I. | | ELECTION OF DIRECTOR: E. SIGAL, M.D., PH.D. | | Management | | For | | For | | Y |
| | | | | |
| 1J. | | ELECTION OF DIRECTOR: G.L. STORCH | | Management | | For | | For | | Y |
| | | | | |
| 1K. | | ELECTION OF DIRECTOR: T.D. WEST, JR. | | Management | | For | | For | | Y |
| | | | | |
| 1L. | | ELECTION OF DIRECTOR: R.S. WILLIAMS, M.D. | | Management | | For | | For | | Y |
| | | | | |
| 2. | | RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | Management | | For | | For | | Y |
| | | | | |
| 3. | | ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | Management | | For | | For | | Y |
| | | | | |
| 4. | | PROPOSAL ON THE APPROVAL OF THE 2012 STOCK AWARD AND INCENTIVE PLAN | | Management | | For | | For | | Y |
| | | | | |
| 5. | | CUMULATIVE VOTING | | Shareholder | | Against | | For | | Y |
| | | | | |
| 6. | | TRANSPARENCY IN ANIMAL RESEARCH | | Shareholder | | Against | | For | | Y |
| | | | | |
| 7. | | SHAREHOLDER ACTION BY WRITTEN CONSENT | | Shareholder | | Against | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1A | | ELECTION OF DIRECTOR: CAROL A. BARTZ | | Management | | For | | For | | Y |
| | | | | |
| 1B | | ELECTION OF DIRECTOR: M. MICHELE BURNS | | Management | | For | | For | | Y |
| | | | | |
| 1C | | ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS | | Management | | For | | For | | Y |
| | | | | |
| 1D | | ELECTION OF DIRECTOR: LARRY R. CARTER | | Management | | For | | For | | Y |
| | | | | |
| 1E | | ELECTION OF DIRECTOR: JOHN T. CHAMBERS | | Management | | For | | For | | Y |
| | | | | |
| 1F | | ELECTION OF DIRECTOR: BRIAN L. HALLA | | Management | | For | | For | | Y |
| | | | | |
| 1G | | ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY | | Management | | For | | For | | Y |
| | | | | |
| 1H | | ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH | | Management | | For | | For | | Y |
| | | | | |
| 1I | | ELECTION OF DIRECTOR: RODERICK C. MCGEARY | | Management | | For | | For | | Y |
| | | | | |
| 1J | | ELECTION OF DIRECTOR: ARUN SARIN | | Management | | For | | For | | Y |
| | | | | |
| 1K | | ELECTION OF DIRECTOR: STEVEN M. WEST | | Management | | For | | For | | Y |
| | | | | |
| 1L | | ELECTION OF DIRECTOR: JERRY YANG | | Management | | For | | For | | Y |
| | | | | |
| 2 | | APPROVAL OF AMENDMENT AND RESTATEMENT OF THE CISCO 2005 STOCK INCENTIVE PLAN. | | Management | | For | | For | | Y |
| | | | | |
| 3 | | APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION. | | Management | | For | | For | | Y |
| | | | | |
| 4 | | RECOMMENDATION, ON AN ADVISORY BASIS, ON THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. | | Management | | 3 Years | | Against | | Y |
| | | | | |
| 5 | | RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS CISCO’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2012. | | Management | | For | | For | | Y |
| | | | | |
| 6 | | APPROVAL TO AMEND CISCO’S BYLAWS TO ESTABLISH A BOARD COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY. | | Shareholder | | Against | | For | | Y |
| | | | | |
| 7 | | APPROVAL TO REQUIRE THE BOARD TO PUBLISH INTERNET FRAGMENTATION REPORT TO SHAREHOLDERS WITHIN SIX MONTHS. | | Shareholder | | Against | | For | | Y |
| | | | | |
| 8 | | APPROVAL TO REQUIRE THAT CISCO EXECUTIVES RETAIN A SIGNIFICANT PERCENTAGE OF STOCK UNTIL TWO YEARS FOLLOWING TERMINATION. | | Shareholder | | Against | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1A. | | ELECTION OF DIRECTOR: MARY SUE COLEMAN | | Management | | For | | For | | Y |
| | | | | |
| 1B. | | ELECTION OF DIRECTOR: JAMES G. CULLEN | | Management | | For | | For | | Y |
| | | | | |
| 1C. | | ELECTION OF DIRECTOR: IAN E.L. DAVIS | | Management | | For | | For | | Y |
| | | | | |
| 1D. | | ELECTION OF DIRECTOR: ALEX GORSKY | | Management | | For | | For | | Y |
| | | | | |
| 1E. | | ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS | | Management | | For | | For | | Y |
| | | | | |
| 1F. | | ELECTION OF DIRECTOR: SUSAN L. LINDQUIST | | Management | | For | | For | | Y |
| | | | | |
| 1G. | | ELECTION OF DIRECTOR: ANNE M. MULCAHY | | Management | | For | | For | | Y |
| | | | | |
| 1H. | | ELECTION OF DIRECTOR: LEO F. MULLIN | | Management | | For | | For | | Y |
| | | | | |
| 1I. | | ELECTION OF DIRECTOR: WILLIAM D. PEREZ | | Management | | For | | For | | Y |
| | | | | |
| 1J. | | ELECTION OF DIRECTOR: CHARLES PRINCE | | Management | | For | | For | | Y |
| | | | | |
| 1K. | | ELECTION OF DIRECTOR: DAVID SATCHER | | Management | | For | | For | | Y |
| | | | | |
| 1L. | | ELECTION OF DIRECTOR: WILLIAM C. WELDON | | Management | | For | | For | | Y |
| | | | | |
| 1M. | | ELECTION OF DIRECTOR: RONALD A. WILLIAMS | | Management | | For | | For | | Y |
| | | | | |
| 2. | | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | | Management | | For | | For | | Y |
| | | | | |
| 3. | | APPROVAL OF THE COMPANY’S 2012 LONG-TERM INCENTIVE PLAN | | Management | | For | | For | | Y |
| | | | | |
| 4. | | RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012 | | Management | | For | | For | | Y |
| | | | | |
| 5. | | SHAREHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIRMAN | | Shareholder | | For | | Against | | Y |
| | | | | |
| 6. | | SHAREHOLDER PROPOSAL ON BINDING VOTE ON POLITICAL CONTRIBUTIONS | | Shareholder | | For | | Against | | Y |
| | | | | |
| 7. | | SHAREHOLDER PROPOSAL ON ADOPTING NON-ANIMAL METHODS FOR TRAINING | | Shareholder | | Against | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1A. | | ELECTION OF DIRECTOR: HERBERT A. ALLEN | | Management | | For | | For | | Y |
| | | | | |
| 1B. | | ELECTION OF DIRECTOR: RONALD W. ALLEN | | Management | | For | | For | | Y |
| | | | | |
| 1C. | | ELECTION OF DIRECTOR: HOWARD G. BUFFETT | | Management | | For | | For | | Y |
| | | | | |
| 1D. | | ELECTION OF DIRECTOR: RICHARD M. DALEY | | Management | | For | | For | | Y |
| | | | | |
| 1E. | | ELECTION OF DIRECTOR: BARRY DILLER | | Management | | For | | For | | Y |
| | | | | |
| 1F. | | ELECTION OF DIRECTOR: EVAN G. GREENBERG | | Management | | For | | For | | Y |
| | | | | |
| 1G. | | ELECTION OF DIRECTOR: ALEXIS M. HERMAN | | Management | | For | | For | | Y |
| | | | | |
| 1H. | | ELECTION OF DIRECTOR: MUHTAR KENT | | Management | | For | | For | | Y |
| | | | | |
| 1I. | | ELECTION OF DIRECTOR: DONALD R. KEOUGH | | Management | | For | | For | | Y |
| | | | | |
| 1J. | | ELECTION OF DIRECTOR: ROBERT A. KOTICK | | Management | | For | | For | | Y |
| | | | | |
| 1K. | | ELECTION OF DIRECTOR: MARIA ELENA LAGOMASINO | | Management | | For | | For | | Y |
| | | | | |
| 1L. | | ELECTION OF DIRECTOR: DONALD F. MCHENRY | | Management | | For | | For | | Y |
| | | | | |
| 1M. | | ELECTION OF DIRECTOR: SAM NUNN | | Management | | For | | For | | Y |
| | | | | |
| 1N. | | ELECTION OF DIRECTOR: JAMES D. ROBINSON III | | Management | | For | | For | | Y |
| | | | | |
| 1O. | | ELECTION OF DIRECTOR: PETER V. UEBERROTH | | Management | | For | | For | | Y |
| | | | | |
| 1P. | | ELECTION OF DIRECTOR: JACOB WALLENBERG | | Management | | For | | For | | Y |
| | | | | |
| 1Q. | | ELECTION OF DIRECTOR: JAMES B. WILLIAMS | | Management | | For | | For | | Y |
| | | | | |
| 2. | | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS. | | Management | | For | | For | | Y |
| | | | | |
| 3. | | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | PLEASE NOTE THAT THESE SHARES HAVE NO VOTING RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE. THANK YOU | | Non-Voting | | | | | | N |
| | | | | |
| a | | Report on the activities of the Company during the past financial year | | Non-Voting | | | | | | N |
| | | | | |
| b | | Submission of the audited annual report for adoption | | Non-Voting | | | | | | N |
| | | | | |
| c | | Resolution to grant discharge to directors | | Non-Voting | | | | | | N |
| | | | | |
| d | | Resolution on appropriation of profit, including the amount of dividends, or covering of loss in accordance with the adopted annual report. The Board proposes payment of a dividend of DKK 1,000 per share of DKK 1,000 | | Non-Voting | | | | | | N |
| | | | | |
| e.1 | | Re-election of Ane Maersk Mc-Kinney Uggla | | Non-Voting | | | | | | N |
| | | | | |
| e.2 | | Re-election of Sir John Bond | | Non-Voting | | | | | | N |
| | | | | |
| e.3 | | Re-election of Arne Karlsson | | Non-Voting | | | | | | N |
| | | | | |
| e.4 | | Re-election of Jan Leschly | | Non-Voting | | | | | | N |
| | | | | |
| e.5 | | Re-election of Lars Pallesen | | Non-Voting | | | | | | N |
| | | | | |
| e.6 | | Re-election of John Axel Poulsen | | Non-Voting | | | | | | N |
| | | | | |
| e.7 | | Re-election of Erik Rasmussen | | Non-Voting | | | | | | N |
| | | | | |
| e.8 | | Re-election of Robert Routs | | Non-Voting | | | | | | N |
| | | | | |
| f.1 | | The Board proposes re-election of: KPMG Statsautoriseret-Revisionspartnerselskab as an auditor | | Non-Voting | | | | | | N |
| | | | | |
| f.2 | | The Board proposes re-election of PricewaterhouseCoopers Statsautoriseret- Revisionspartnerselskab as an auditor | | Non-Voting | | | | | | N |
| | | | | |
| g.1 | | Deliberation of any proposal submitted by the Board of Directors or by-shareholders: The Board proposes adoption of an amendment to the Company’s general guidelines concerning incentive pay of the Board of Directors and the Management Board of A.P. Moller - Maersk A/S as adopted at the General-Meeting on 29 April 2008 | | Non-Voting | | | | | | N |
| | | | | |
| g.2 | | Deliberation of any proposal submitted by the Board of Directors or by-shareholders: The Board proposes adoption of remuneration policy for the-Board of Directors and the Management Board of A.P. Moller - Maersk A/S | | Non-Voting | | | | | | N |
| | | | | |
| g.3 | | Deliberation of any proposal submitted by the Board of Directors or by-shareholders: A shareholder has submitted a proposal of an amendment to the Company’ s articles of association so that a new article 4.3 is added with the-specified wording | | Non-Voting | | | | | | N |
| | | | | |
| g.4 | | Deliberation of any proposal submitted by the Board of Directors or by-shareholders: A shareholder has proposed that the Board of Directors and the-Management are instructed to initiate that the Company adopt a more-environmentally friendly profile by installing two small windmills on the bow-of one of the Company’s vessels | | Non-Voting | | | | | | N |
| | | | | |
| CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ACTUAL RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | N |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| | | | | |
| | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT-TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| | For German registered shares, the shares have to be registered within the company’s shareholder book. Depending on the processing of the local sub custodian-if a client wishes to withdraw its voting instruction due to intentions to trade/lend their stock, a Take No Action vote must be received by the vote deadline as displayed on ProxyEdge to facilitate deregistration of shares from the company’ s shareholder book. Any Take No Action votes received after the vote-deadline will only be forwarded and processed on a best effort basis. Please contact your client services representative if you require further information. Thank you. | | Non-Voting | | | | | | |
| | | | | |
| | COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 25 APR 2012. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. | | Non-Voting | | | | | | |
| | | | | |
| 1. | | Presentation of the adopted annual financial statements of adidas AG and of the approved consolidated financial statements as of December 31, 2011, of the combined management report of adidas AG and of the adidas Group, the Explanatory Report of the Executive Board on the Disclosures pursuant to Section 289 Sections 4 and 5, 315 Section 4 German Commercial Code (Handelsgesetzbuch-HGB) as well as of the Supervisory Board Report for the 2011 financial year | | Non-Voting | | | | | | |
| | | | | |
| 2. | | Resolution on the appropriation of retained earnings | | Management | | For | | For | | Y |
| | | | | |
| 3. | | Resolution on the ratification of the actions of the Executive Board for the 2011 financial year | | Management | | For | | For | | Y |
| | | | | |
| 4. | | Resolution on the ratification of the actions of the Supervisory Board for the 2011 financial year | | Management | | For | | For | | Y |
| | | | | |
| 5. | | Resolution on the approval of the compensation system for the members of the Executive Board | | Management | | For | | For | | Y |
| | | | | |
| 6.a | | Amendment to Article 14 Section 1 of the Articles of Association | | Management | | For | | For | | Y |
| | | | | |
| 6.b | | Amendment to Article 15 Section 2 sentence 3, Article 15 Section 4 sentence 6, Article 15 Section 5 and Article 15 Section 6 of the Articles of Association | | Management | | For | | For | | Y |
| | | | | |
| 7.a | | Amendment to Article 20 Section 2 of the Articles of Association (Participlation in the General Meeting) | | Management | | For | | For | | Y |
| | | | | |
| 7.b | | Amendment to Article 21 Section 2 of the Articles of Association (Voting Rights) | | Management | | For | | For | | Y |
| | | | | |
| 8. | | Resolution on the amendment of Article 23 (Management Report and Annual Financial Statements, Discharge of the Executive Board and the Supervisory Board) and Article 24 (Capital Surplus) of the Company’s Articles of Association | | Management | | For | | For | | Y |
| | | | | |
| 9.a | | Appointment of the auditor and the Group auditor for the 2012 financial year as well as, if applicable, of the auditor for the review of the first half year financial report: KPMG AG Wirtschaftsprufungsgesellschaft, Berlin, is appointed as auditor of the annual financial statements and the consolidated financial statements for the 2012 financial year | | Management | | For | | For | | Y |
| | | | | |
| 9.b | | Appointment of the auditor and the Group auditor for the 2012 financial year as well as, if applicable, of the auditor for the review of the first half year financial report: KPMG AG Wirtschaftsprufungsgesellschaft, Berlin, is appointed for the audit review of the financial statements and interim management report for the first six months of the 2012 financial year, if applicable | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE MEETING. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | SHAREHOLDERS CAN ONLY SUBMIT PROXY WITHOUT ANY VOTING INSTRUCTION TO THE CHAIRMAN OF THE BOARD. SHAREHOLDERS WHO WISH TO VOTE FOR, AGAINST OR ABSTAIN IN ANY OF THE RESOLUTIONS MUST ATTEND THE MEETING, AUTHORISE THEIR OWN PROXY OR INSTRUCT SOMEONE TO ATTEND THE MEETING AND VOTE ON YOUR BEHALF. PLEASE CONTACT YOUR CLIENT SERVICES REPRESENTATIVE IF YOU WISH TO SUBMIT ANY VOTING INSTRUCTIONS. | | Non-Voting | | | | | | |
| | | | | |
| 1 | | Opening of the annual general meeting by the chairman | | Non-Voting | | | | | | |
| | | | | |
| 2 | | Approval of summons and agenda of the annual general meeting | | Management | | No Action | | | | N |
| | | | | |
| 3 | | Appointment of a person to co-sign the minutes | | Management | | No Action | | | | N |
| | | | | |
| 4 | | Information about the business | | Non-Voting | | | | | | |
| | | | | |
| 5 | | Approval of the 2011 annual accounts of Aker Solutions ASA and group’s consolidated accounts and the annual report, including distribution of dividend | | Management | | No Action | | | | N |
| | | | | |
| 6 | | Approval of the board of directors’ declaration regarding stipulation of salary and other remuneration to executive management of the company | | Management | | No Action | | | | N |
| | | | | |
| 7 | | Approval of remuneration to the members of the board of directors, the reward committee and the audit committee for 2011 | | Management | | No Action | | | | N |
| | | | | |
| 8 | | Approval of remuneration to the members of the nomination committee for 2011 | | Management | | No Action | | | | N |
| | | | | |
| 9 | | Amendment to the Articles of Association’s requirement to number of board members | | Management | | No Action | | | | N |
| | | | | |
| 10 | | Election of members to the board of directors | | Management | | No Action | | | | N |
| | | | | |
| 11 | | Election of a member to the nomination committee | | Management | | No Action | | | | N |
| | | | | |
| 12 | | Approval of remuneration to the auditor for 2011 | | Management | | No Action | | | | N |
| | | | | |
| 13 | | Approval of authorization to the board of directors to purchase own shares in connection with acquisitions, mergers, de-mergers or other transfers of business | | Management | | No Action | | | | N |
| | | | | |
| 14 | | Approval of authorization to the board of directors to purchase own shares in connection with the share programme for the employees | | Management | | No Action | | | | N |
| | | | | |
| 15 | | Approval of authorization to the board of directors to purchase own shares for the purpose of subsequent deletion of shares | | Management | | No Action | | | | N |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| | PLEASE NOTE THAT PURSUANT TO THE ARTICLES OF ASSOCIATION OF THE ISSUER THE DISCLOSURE OF THE BENEFICIAL OWNER DATA WILL BE REQUIRED WHEN EXCEEDING A CERTAIN LIMIT OF SHARE HOLDINGS OF THE STATUTORY SHARE CAPITAL. THEREFORE BROADRIDGE WILL BE DISCLOSING THE BENEFICIAL OWNER DATA FOR ALL VOTED ACCOUNTS TO THE RESPECTIVE LOCAL SUB CUSTODIAN. PLEASE NOTE THAT DEPENDING ON THE PROCESSING OF THE LOCAL SUB CUSTODIAN BLOCKING MAY APPLY. THE VOTE DEADLINE AS DISPLAYED ON PROXYEDGE IS SUBJECT TO CHANGE AND WILL BE UPDATED AS SOON AS BROADRIDGE HAS OBTAINED ALL LOCAL SUB CUSTODIANS’ CONFIRMATIONS REGARDING THEIR DEADLINE FOR INSTRUCTIONS. FOR ANY QUERIES PLEASE CONTACT YOUR CLIENT SERVICES REPRESENTATIVE. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| | ACCORDING TO GERMAN LAW YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS INCASE OF SPECIFIC CONFLICTS OF INTEREST WITH REGARD TO SPECIFIC ITEMS OF THE GENERAL MEETING’S AGENDA. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| | For German registered shares, the shares have to be registered within the company’s shareholder book. Depending on the processing of the local sub custodian-if a client wishes to withdraw its voting instruction due to intentions to trade/lend their stock, a Take No Action vote must be received by the vote deadline as displayed on ProxyEdge to facilitate deregistration of shares from the company’s shareholder book. Any Take No Action votes received after the vote-deadline will only be forwarded and processed on a best effort basis. Please contact your client services representative if you require further information. Thank you. | | Non-Voting | | | | | | |
| | | | | |
| | SHAREHOLDER PROPOSALS AND ELECTION NOMINATIONS MAY BE SUBMITTED UNTIL 24.04.20-12. FURTHER INFORMATION ON SHAREHOLDER PROPOSALS AND ELECTION NOMINATIONS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. SHAREHOLDER PROPOSALS AND ELECTION NOMINATIONS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. | | Non-Voting | | | | | | |
| | | | | |
| 1. | | Presentation of the approved Annual Financial Statements and the approved Consolidated Financial Statements as of December 31, 2011, and of the Management Reports for Allianz SE and for the Group, the Explanatory Reports on the information pursuant to sec. 289 (4), 315 (4) and sec. 289 (5) of the German Commercial Code (HGB), as well as the Report of the Supervisory Board for fiscal year-2011 | | Non-Voting | | | | | | |
| | | | | |
| 2. | | Appropriation of net earnings | | Management | | For | | For | | Y |
| | | | | |
| 3. | | Approval of the actions of the members of the Management Board | | Management | | For | | For | | Y |
| | | | | |
| 4. | | Approval of the actions of the members of the Supervisory Board | | Management | | For | | For | | Y |
| | | | | |
| 5.a1 | | Election to the Supervisory Board: Shareholder representatives: Dr.Wulf H. Bernotat | | Management | | For | | For | | Y |
| | | | | |
| 5.a2 | | Election to the Supervisory Board: Shareholder representatives: Dr. Gerhard Cromme | | Management | | For | | For | | Y |
| | | | | |
| 5.a3 | | Election to the Supervisory Board: Shareholder representatives: Prof. Dr. Renate Koecher | | Management | | For | | For | | Y |
| | | | | |
| 5.a4 | | Election to the Supervisory Board: Shareholder representatives: Igor Landau | | Management | | For | | For | | Y |
| | | | | |
| 5.a5 | | Election to the Supervisory Board: Shareholder representatives: Dr. Helmut Perlet | | Management | | For | | For | | Y |
| | | | | |
| 5.a6 | | Election to the Supervisory Board: Shareholder representatives: Peter Denis Sutherland | | Management | | For | | For | | Y |
| | | | | |
| 5.b1 | | Election to the Supervisory Board: Employee representatives: Dante Barban | | Management | | For | | For | | Y |
| | | | | |
| 5.b2 | | Election to the Supervisory Board: Employee representatives: Gabriele Burkhardt-Berg | | Management | | For | | For | | Y |
| | | | | |
| 5.b3 | | Election to the Supervisory Board: Employee representatives: Jean-Jacques Cette | | Management | | For | | For | | Y |
| | | | | |
| 5.b4 | | Election to the Supervisory Board: Employee representatives: Ira Gloe-Semler | | Management | | For | | For | | Y |
| | | | | |
| 5.b5 | | Election to the Supervisory Board: Employee representatives: Franz Heiss | | Management | | For | | For | | Y |
| | | | | |
| 5.b6 | | Election to the Supervisory Board: Employee representatives: Rolf Zimmermann | | Management | | For | | For | | Y |
| | | | | |
| 5.b1e | | Election to the Supervisory Board: Substitute Members Employee representatives: Giovanni Casiroli, Substitute member for Dante Barban | | Management | | For | | For | | Y |
| | | | | |
| 5.b2e | | Election to the Supervisory Board: Substitute Members Employee representatives: Josef Hochburger, Substitute member for Gabriele Burkhardt-Berg | | Management | | For | | For | | Y |
| | | | | |
| 5.b3e | | Election to the Supervisory Board: Substitute Members Employee representatives: Jean- Claude Le Goaer, Substitute member for Jean- Jacques Cette | | Management | | For | | For | | Y |
| | | | | |
| 5.b4e | | Election to the Supervisory Board: Substitute Members Employee representatives: Joerg Reinbrecht, Substitute member for Ira Gloe- Semler | | Management | | For | | For | | Y |
| | | | | |
| 5.b5e | | Election to the Supervisory Board: Substitute Members Employee representatives: Juergen Lawrenz, Substitute member for Franz Heiss | | Management | | For | | For | | Y |
| | | | | |
| 5.b6e | | Election to the Supervisory Board: Substitute Members Employee representatives: Frank Kirsch, Substitute member for Rolf Zimmermann | | Management | | For | | For | | Y |
| | | | | |
| 6. | | Amendment of the Statutes regarding the term of office of the Supervisory Board | | Management | | For | | For | | Y |
| | | | | |
| 7. | | Authorization for a further exclusion of subscription rights for the issuance of shares out of the Authorized Capital 2010/I in connection with a listing of Allianz shares on a stock exchange in the People’s Republic of China and respective amendment of the Statutes | | Management | | For | | For | | Y |
| | | | | | | | | | |
| | | | | |
| O.2 | | Approval of the consolidated financial statements and operations for the financial year ended March 31, 2012 | | Management | | For | | For | | Y |
| | | | | |
| O.3 | | Allocation of income | | Management | | For | | For | | Y |
| | | | | |
| O.4 | | Regulated agreement relating to commitments pursuant to Article L. 225-42-1 of the Commercial Code made in favor of Mr. Patrick Kron | | Management | | For | | For | | Y |
| | | | | |
| O.5 | | Renewal of term of Mr. Jean-Paul Bechat as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.6 | | Renewal of term of Mr. Pascal Colombani as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.7 | | Renewal of term of Mr. Gerard Hauser as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.8 | | Authorization to be granted to the Board of Directors to trade shares of the Company | | Management | | For | | For | | Y |
| | | | | |
| E.9 | | Delegation of authority to the Board of Directors to increase share capital via issuance of shares and any securities giving access to shares of the Company or one of its subsidiaries, with preferential subscription right and/or via incorporation of premiums, reserves, profits, or others, for a maximum capital increase nominal amount of EUR 600 million, or approximately 29.1% of the capital on March 31, 2012, with allocation of the amounts that may be issued pursuant to the tenth through fifteenth resolutions of this meeting on this overall limitation | | Management | | For | | For | | Y |
| | | | | |
| E.10 | | Delegation of authority to the Board of Directors to increase the share capital via issuance of shares and any securities giving access to shares of the Company or one of its subsidiaries, with cancellation of preferential subscription right by public offer, for a maximum capital increase nominal amount of EUR 300 million, or approximately 14.6% of the capital on March 31, 2012 (overall limitation for the issuances without preferential subscription right), with allocation of this amount on the overall limitation set at the ninth resolution of this meeting and allocation of the amounts that may be issued pursuant to the eleventh, twelfth and thirteenth resolutions of this meeting on this amount | | Management | | For | | For | | Y |
| | | | | |
| E.11 | | Delegation of authority to the Board of Directors to increase share capital via issuance of shares and any securities giving access to shares of the Company or one of its subsidiaries, with cancellation of preferential subscription right by private placement pursuant to Article L. 411-2, II of the Monetary and Financial Code, for a maximum capital increase nominal amount of EUR 300 million, or approximately 14.6% of the capital on March 31, 2012 (overall limitation for the issuances without preferential subscription right), with allocation of this amount on the overall limitation set at the ninth resolution of this meeting and allocation of the amounts that may be issued pursuant to the eleventh, twelfth and thirteenth resolutions of this meeting on this amount | | Management | | For | | For | | Y |
| | | | | |
| E.12 | | Delegation of authority to the Board of Directors to increase the number of issuable securities in case of capital increase, with or without preferential subscription right, limited to 15% of the initial issuance and to the capital increase limitations applicable to the initial issuance | | Management | | For | | For | | Y |
| | | | | |
| E.13 | | Delegation of powers to the Board of Directors to increase capital, limited to 10%, in consideration for contributions in kind of equity securities or securities giving access to the capital, with allocation of this amount on the overall limitation set at the ninth resolution of this meeting and on the amounts that may be issued pursuant to the tenth and eleventh resolutions of this meeting | | Management | | For | | For | | Y |
| | | | | |
| E.14 | | Delegation granted to the Board of Directors to increase share capital via issuance of equity securities or securities giving access to the capital of the Company reserved for members of a corporate savings plan, limited to 2% of the capital, with allocation of this amount on the amount set at the ninth resolution | | Management | | For | | For | | Y |
| | | | | |
| E.15 | | Delegation of authority to the Board of Directors to increase share capital with cancellation of shareholders’ preferential subscription right, in favor of a given category of beneficiaries allowing employees of the foreign subsidiaries of the Group to benefit from an employee savings operation similar to the one offered under the previous resolution, limited to 0.5% of the capital, with allocation of this amount on the amounts set in the fourteenth and ninth resolutions | | Management | | For | | For | | Y |
| | | | | |
| E.16 | | Powers for the implementation of the decisions of the General meeting and to carry out all legal formalities | | Management | | For | | For | | Y |
| | | | | |
| CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINKS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| | | | | |
| CMMT | | PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | French Resident Shareowners must complete, sign and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be forwarded to the Global Custodians that have become Registered Intermediaries, on the Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact your representative | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-http://www.journal- officiel.gouv.fr//pdf/2012/0425/201204251201841 .pdf AND https://balo.journal-officiel.gouv.fr/pdf/2012/0514/201205141202511. pdf | | Non-Voting | | | | | | |
| | | | | |
| E.1 | | Amendment to Article 25 of the Statutes - Regulated agreements | | Management | | For | | For | | Y |
| | | | | |
| E.2 | | Amendment to Article 28 of the Statutes - Provisions common to all General Meetings | | Management | | For | | For | | Y |
| | | | | |
| E.3 | | Amendment to Article 16 of the Statutes - Board member representing employee shareholders | | Management | | For | | For | | Y |
| | | | | |
| E.4 | | Amendment to Article 14 of the Statutes - Length of term of Boar members | | Management | | For | | For | | Y |
| | | | | |
| E.5 | | Approving the conversion of the corporate form of the Company by adopting the form of a European company (Societas Europaea) and terms of the conversion project | | Management | | For | | For | | Y |
| | | | | |
| E.6 | | Approval of the corporate name of the Company in its new form as European company | | Management | | For | | For | | Y |
| | | | | |
| E.7 | | Approval of the Statutes of the Company in its new form as European company | | Management | | For | | For | | Y |
| | | | | |
| E.8 | | Transfer to the Board of Directors of the Company in its new form as European company of all authorizations, delegations and powers in force which have been granted by shareholders to the Board of Directors of the Company in its form as European company | | Management | | For | | For | | Y |
| | | | | |
| E.9 | | Authorization granted to the Board of Directors to reduce share capital by cancellation of treasury shares | | Management | | For | | For | | Y |
| | | | | |
| E.10 | | Delegation of authority to the Board of Directors to carry out the issuance-while maintaining preferential subscription rights - of shares or other equity securities of the Company or securities providing access to capital of the Company or of one of its subsidiaries, and/or the issuance of securities entitling to the allotment of debt securities | | Management | | For | | For | | Y |
| | | | | |
| E.11 | | Delegation of authority to the Board of Directors to issue-without preferential subscription rights - common shares of the Company and securities providing access to common shares of the Company or of one of its subsidiaries, and/or securities entitling to the allotment of debt securities through public offering | | Management | | For | | For | | Y |
| | | | | |
| E.12 | | Delegation of authority to the Board of Directors to increase the number of issuable securities in case of capital increase with or without preferential subscription rights | | Management | | For | | For | | Y |
| | | | | |
| E.13 | | Delegation of authority to the Board of Directors to issue common shares, securities providing access to common shares and/or securities entitling to the allotment of debt securities in case of public exchange offer initiated by the Company on shares of another company | | Management | | For | | For | | Y |
| | | | | |
| E.14 | | Delegation of authority to the Board of Directors to issue common shares and securities providing access to common shares, in consideration for in-kind contributions granted to the Company and composed of equity securities or securities providing access to capital | | Management | | For | | For | | Y |
| | | | | |
| E.15 | | Overall limitation of authorizations | | Management | | For | | For | | Y |
| | | | | |
| E.16 | | Delegation of authority to the Board of Directors to increase capital of the Company by incorporation of reserves, profits or premiums | | Management | | For | | For | | Y |
| | | | | |
| E.17 | | Delegation of authority to the Board of Directors to increase capital of the Company with cancellation of preferential subscription rights in favor of employees of the Company and affiliated companies | | Management | | For | | For | | Y |
| | | | | |
| E.18 | | Authorization granted to the Board of Directors to carry out free allocation of shares to employees and corporate officers of the Company and/or affiliated companies | | Management | | For | | For | | Y |
| | | | | |
| O.19 | | Approval of the corporate financial statements for the financial year ended December 31, 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.20 | | Approval of the consolidated financial statements for the financial year ended December 31, 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.21 | | Allocation of income for the financial year ended December 31, 2011 and payment of the dividend | | Management | | For | | For | | Y |
| | | | | |
| O.22 | | Option for the payment of the dividend in shares | | Management | | For | | For | | Y |
| | | | | |
| O.23 | | Authorization granted to the Board of Directors to purchase, hold or sell shares of the Company | | Management | | For | | For | | Y |
| | | | | |
| O.24 | | Setting the annual amount of attendance allowances | | Management | | For | | For | | Y |
| | | | | |
| O.25 | | Renewal of term of Mr. Thierry Breton as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.26 | | Renewal of term of Mr. Rene Abate as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.27 | | Renewal of term of Mr. Nicolas Bazire as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.28 | | Renewal of term of Mr. Jean-Paul Bechat as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.29 | | Renewal of term of Mr. Bertrand Meunier as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.30 | | Renewal of term of Mr. Michel Paris as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.31 | | Renewal of term of Mr. Pasquale Pistorio as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.32 | | Renewal of term of Mr. Vernon Sankey as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.33 | | Renewal of term of Mr. Lionel Zinsou-Derlin as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.34 | | Appointment of Mrs. Colette Neuville as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.35 | | Confirmation of the continuation of the current terms of the Board members of the company in its new form as European Company | | Management | | For | | For | | Y |
| | | | | |
| O.36 | | Renewal of term of Cabinet Deloitte & Associes as principal statutory auditor | | Management | | For | | For | | Y |
| | | | | |
| O.37 | | Renewal of term of cabinet Bureau d’Etudes Administratives Sociales et Comptables (B.E.A.S) as deputy statutory auditor | | Management | | For | | For | | Y |
| | | | | |
| O.38 | | Confirmation of the continuation of the current terms of the statutory auditors of the company in its new form as European company | | Management | | For | | For | | Y |
| | | | | |
| O.39 | | Powers to carry out all legal formalities | | Management | | For | | For | | Y |
| | | | | |
| CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1 | | To receive and consider the Company’s annual report and accounts, together with the reports of the directors and the auditor for the financial year ended 31 December 2011 | | Management | | For | | For | | Y |
| | | | | |
| 2 | | To approve the directors’ remuneration report contained within the Company’s Annual Report and the auditor’s report on the part of the directors’ remuneration report which is required to be audited for the financial year ended 31 December 2011 | | Management | | For | | For | | Y |
| | | | | |
| 3 | | To receive and consider the corporate responsibility report contained within the Company’s Annual Report | | Management | | For | | For | | Y |
| | | | | |
| 4 | | To declare a final dividend for the year ended 31 December 2011 | | Management | | For | | For | | Y |
| | | | | |
| 5 | | To elect John McFarlane OBE as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 6 | | To elect Gay Huey Evans as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 7 | | To elect Trevor Matthews as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 8 | | To elect Glyn Barker as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 9 | | To re-elect Mary Francis CBE as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 10 | | To re-elect Richard Karl Goeltz as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 11 | | To re-elect Euleen Goh as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 12 | | To re-elect Michael Hawker AM as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 13 | | To re-elect Igal Mayer as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 14 | | To re-elect Andrew Moss as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 15 | | To re-elect Patrick Regan as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 16 | | To re-elect Colin Sharman OBE as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 17 | | To re-elect Russell Walls as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 18 | | To re-elect Scott Wheway as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 19 | | To re-appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which the annual report and accounts are laid | | Management | | For | | For | | Y |
| | | | | |
| 20 | | To authorise the directors to determine the auditor’s remuneration | | Management | | For | | For | | Y |
| | | | | |
| 21 | | Authority to allot new securities | | Management | | For | | For | | Y |
| | | | | |
| 22 | | Disapplication of pre-emption rights | | Management | | For | | For | | Y |
| | | | | |
| 23 | | Purchase of own ordinary shares by the Company | | Management | | For | | For | | Y |
| | | | | |
| 24 | | Purchase of own 8 3/4% cumulative irredeemable preference shares by the Company | | Management | | For | | For | | Y |
| | | | | |
| 25 | | Purchase of own 8 3/8% cumulative irredeemable preference shares by the Company | | Management | | For | | For | | Y |
| | | | | |
| 26 | | Political donations | | Management | | For | | For | | Y |
| | | | | |
| 27 | | Notice of meetings other than annual general meetings | | Management | | For | | For | | Y |
| | | | | |
| 28 | | To adopt new Articles of Association | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | French Resident Shareowners must complete, sign and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be forwarded to the Global Custodians that have become Registered Intermediaries, on the Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact your representative | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK:-https://balo.journal-officiel.gouv.fr/pdf/2012/0217/201202171200387.pdf AND https://balo.journal-officiel.gouv.fr/pdf/2012/0316/201203161200914.pdf | | Non-Voting | | | | | | |
| | | | | |
| O.1 | | Approval of the corporate financial statements for the financial year ended December 31, 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.2 | | Approval of the consolidated financial statements for the financial year ended December 31, 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.3 | | Allocation of income for the financial year 2011, and setting the dividend at EUR 0.69 per share | | Management | | For | | For | | Y |
| | | | | |
| O.4 | | Special report of the Statutory Auditors on regulated Agreements | | Management | | For | | For | | Y |
| | | | | |
| O.5 | | Renewal of term of Mr. Francois Martineau as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.6 | | Appointment of Mr. Stefan Lippe as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.7 | | Appointment of Mrs. Doina Palici-Chehab as Board member upon proposal by employee shareholders of AXA Group | | Management | | For | | For | | Y |
| | | | | |
| O.8 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: appointment of Mrs. Fewzia Allaouat as Board member upon proposal by employee shareholders of AXA Group | | Shareholder | | Against | | For | | Y |
| | | | | |
| O.9 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: appointment of Mr. Olivier Dot as Board member upon proposal by employee shareholders of AXA Group | | Shareholder | | Against | | For | | Y |
| | | | | |
| O.10 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: appointment of Mr. Herbert Fuchs as Board member upon proposal by employee shareholders of AXA Group | | Shareholder | | Against | | For | | Y |
| | | | | |
| O.11 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: appointment of Mr. Denis Gouyou-Beauchamps as Board member upon proposal by employee shareholders of AXA Group | | Shareholder | | Against | | For | | Y |
| | | | | |
| O.12 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: appointment of Mr. Thierry Jousset as Board member upon proposal by employee shareholders of AXA Group | | Shareholder | | Against | | For | | Y |
| | | | | |
| O.13 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: appointment of Mr. Rodney Koch as Board member upon proposal by employee shareholders of AXA Group | | Shareholder | | Against | | For | | Y |
| | | | | |
| O.14 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: appointment of Mr. Emmanuel Rame as Board member upon proposal by employee shareholders of AXA Group | | Shareholder | | Against | | For | | Y |
| | | | | |
| O.15 | | Renewal of term of the firm PricewaterhouseCoopers Audit as principal Statutory Auditor | | Management | | For | | For | | Y |
| | | | | |
| O.16 | | Appointment of Mr. Yves Nicolas as deputy Statutory Auditor | | Management | | For | | For | | Y |
| | | | | |
| O.17 | | Authorization granted to the Board of Directors to purchase common shares of the Company | | Management | | For | | For | | Y |
| | | | | |
| E.18 | | Delegation of powers granted to the Board of Directors to increase share capital by issuing common shares or securities providing access to common shares of the Company reserved for members of a company savings plan | | Management | | For | | For | | Y |
| | | | | |
| E.19 | | Delegation of powers granted to the Board of Directors to increase share capital by issuing common shares without preferential subscription rights in favor of a specified category of beneficiaries | | Management | | For | | For | | Y |
| | | | | |
| E.20 | | Authorization granted to the Board of Directors to reduce share capital by cancellation of common shares | | Management | | For | | For | | Y |
| | | | | |
| E.21 | | Amendment to the Statutes relating to agreements involving common operations and concluded under standard conditions | | Management | | For | | For | | Y |
| | | | | |
| E.22 | | Amendment to the Statutes relating to electronic signature | | Management | | For | | For | | Y |
| | | | | |
| E.23 | | Powers to carry out all legal formalities | | Management | | For | | For | | Y |
| | | | | |
| CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1 | | To adopt the Directors’ report and accounts for the year ended 31-Dec-11 | | Management | | For | | For | | Y |
| | | | | |
| 2 | | To approve the Directors’ remuneration report for the year ended 31 December 2011 | | Management | | For | | For | | Y |
| | | | | |
| 3 | | To declare a final dividend on the ordinary shares of the Company | | Management | | For | | For | | Y |
| | | | | |
| 4 | | To re-elect Mr S Marshall as a Director | | Management | | For | | For | | Y |
| | | | | |
| 5 | | To re-elect Mr R M Amen as a Director | | Management | | For | | For | | Y |
| | | | | |
| 6 | | To re-elect Mr M J Donovan as a Director | | Management | | For | | For | | Y |
| | | | | |
| 7 | | To re-elect Mr I G T Ferguson CBE as a Director | | Management | | For | | For | | Y |
| | | | | |
| 8 | | To re-elect Mr G E H Krossa as a Director | | Management | | For | | For | | Y |
| | | | | |
| 9 | | To re-elect Mr D J Magrath as a Director | | Management | | For | | For | | Y |
| | | | | |
| 10 | | To re-elect Mr A J McNaughton as a Director | | Management | | For | | For | | Y |
| | | | | |
| 11 | | To re-elect Mr A L P Rabin as a Director | | Management | | For | | For | | Y |
| | | | | |
| 12 | | To re-elect Mr G C Roberts as a Director | | Management | | For | | For | | Y |
| | | | | |
| 13 | | To re-elect Mr I P Tyler as a Director | | Management | | For | | For | | Y |
| | | | | |
| 14 | | To re-elect Mr R J W Walvis as a Director | | Management | | For | | For | | Y |
| | | | | |
| 15 | | To re-elect Mr P J L Zinkin as a Director | | Management | | For | | For | | Y |
| | | | | |
| 16 | | To re-appoint Deloitte LLP as auditor | | Management | | For | | For | | Y |
| | | | | |
| 17 | | To authorise the Company and its UK subsidiaries to incur political expenditure | | Management | | For | | For | | Y |
| | | | | |
| 18 | | To authorise the Directors to allot shares | | Management | | For | | For | | Y |
| | | | | |
| 19 | | To authorise the Directors to allot shares for cash | | Management | | For | | For | | Y |
| | | | | |
| 20 | | To renew the authority for the Company to purchase its own ordinary and preference shares | | Management | | For | | For | | Y |
| | | | | |
| 21 | | To authorise the Company to hold general meetings, other than an Annual General Meeting, on 14 clear days’ notice | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1.A | | Examination and, if appropriate, approval of the annual accounts (balance sheet, profit and loss statement, statement of recognised income and expense, statement of changes in total equity, cash flow statement, and notes) of Banco Santander, S.A. and its consolidated Group, all with respect to the Financial Year ended 31 December 2011 | | Management | | For | | For | | Y |
| | | | | |
| 1.B | | Examination and, if appropriate, approval of the corporate management for Financial Year 2011 | | Management | | For | | For | | Y |
| | | | | |
| 2 | | Application of results obtained during Financial Year 2011 | | Management | | For | | For | | Y |
| | | | | |
| 3.a | | Appointment of Ms Esther Gimenez-Salinas i Colomer | | Management | | For | | For | | Y |
| | | | | |
| 3.b | | Ratification of the appointment and re-election of Mr Vittorio Corbo Lioi | | Management | | For | | For | | Y |
| | | | | |
| 3.c | | Re-election of Mr Juan Rodriguez Inciarte | | Management | | For | | For | | Y |
| | | | | |
| 3.d | | Re-election of Mr Emilio Botin-Sanz de Sautuola y Garcia de los Rios | | Management | | For | | For | | Y |
| | | | | |
| 3.e | | Re-election of Mr Matias Rodriguez Inciarte | | Management | | For | | For | | Y |
| | | | | |
| 3.f | | Re-election of Mr Manuel Soto Serrano | | Management | | For | | For | | Y |
| | | | | |
| 4 | | To re-elect the firm Deloitte, S.L., with a registered office in Madrid, at Plaza Pablo Ruiz Picasso, 1, Torre Picasso, and Tax ID Code B-79104469, as Auditor of Accounts for verification of the annual accounts and management report of the Bank and of the consolidated Group for Financial Year 2012 | | Management | | For | | For | | Y |
| | | | | |
| 5.a | | Amendment of Articles 22 (types of general shareholders’ meetings), 23 (power and duty to call a meeting), 24 (call of a general shareholders’ meeting), 27 (attendance at the general shareholders’ meeting by proxy), 31 (right to receive information) and 61 (website) | | Management | | For | | For | | Y |
| | | | | |
| 5.b | | Amendment of Article 69 (supervening assets and liabilities) | | Management | | For | | For | | Y |
| | | | | |
| 6.a | | Amendment of Articles 4 (call to the general shareholders’ meeting), 5 (announcement of the call to meeting), 6 (information available as of the date of the call to meeting), 7 (right to receive information prior to the holding of the general shareholders’ meeting) and 8 (proxies) | | Management | | For | | For | | Y |
| | | | | |
| 6.b | | Amendment of Articles 18 (information), 19 (proposals), 21 (voting on proposed resolutions) 22 (fractional voting) and 26 (publication of resolutions) | | Management | | For | | For | | Y |
| | | | | |
| 7 | | Delegation to the Board of Directors of 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 297.1.a) of the Spanish Capital Corporations Law, depriving of effect the authorisation granted by means of Resolution Seven adopted by the shareholders at the Ordinary General Shareholders’ Meeting of 17 June 2011 | | Management | | For | | For | | Y |
| | | | | |
| 8 | | Authorisation to the Board of Directors such that, pursuant to the provisions of Section 297.1.b) of the Spanish Capital Corporations Law, it may increase the share capital on one or more occasions and at any time, within a period of three years, by means of cash contributions and by a maximum nominal amount of 2,269,213,350 Euros, all upon such terms and conditions as it deems appropriate, depriving of effect, to the extent of the unused amount, the authorisation granted under resolution Seven II) adopted at the Ordinary General Shareholders’ Meeting of 19 June 2009. Delegation of the power to exclude pre-emptive rights, as provided by Section 506 of the Spanish Capital Corporations Law | | Management | | For | | For | | Y |
| | | | | |
| 9.a | | Increase in share capital by such amount as may be determined pursuant to the terms of the resolution, by means of the issuance of new ordinary shares having a par value of one-half (0.5) Euro each, with no share premium, of the same class and series as those that are currently outstanding, with a charge to reserves. Offer to acquire free allotment rights at a guaranteed price and power to use voluntary reserves from retained earnings for such purpose. Express provision for the possibility of less than full allotment. Delegation of powers to the Board of Directors, which may in turn delegate such powers to the Executive Committee, to establish the terms and conditions of the increase as to all matters not provided for by the shareholders at this General Shareholders’ Meeting, to take such actions as may be required for implementation thereof, to amend the text of sections 1 and 2 of Article 5 of the Bylaws to reflect the new amount of share capital, and to execute such public and private documents as may be necessary to carry out the increase. Application to the appropriate domestic and foreign authorities for admission to trading of the new shares on the Madrid, Barcelona Bilbao and Valencia Stock Exchanges through Spain’s Automated Quotation System (Continuous Market) and on the foreign Stock Exchanges on which the shares of Banco Santander are listed (Lisbon, London, Milan, Buenos Aires, Mexico and, through ADSs, on the New York Stock Exchange) in the manner required by each of such Stock Exchanges | | Management | | For | | For | | Y |
| | | | | |
| 9.b | | Increase in share capital by such amount as may be determined pursuant to the terms of the resolution by means of the issuance of new ordinary shares having a par value of one-half (0.5) Euro each, with no share premium, of the same class and series as those that are currently outstanding, with a charge to reserves. Offer to purchase free allotment rights at a guaranteed price. Express provision for the possibility of less than full allotment. Delegation of powers to the Board of Directors, which may in turn delegate such powers to the Executive Committee, to establish the terms and conditions of the increase as to all matters not provided for by the shareholders at this General Shareholders’ Meeting, to take such actions as may be required for implementation hereof, to amend the text of sections 1 and 2 of Article 5 of the Bylaws to reflect the new amount of share capital, and to execute such public and private documents as may be necessary to carry out the increase. Application to the appropriate domestic and foreign authorities for admission to trading of the new shares on the Madrid, Barcelona Bilbao and Valencia Stock Exchanges through Spain’s Automated Quotation System (Continuous Market) and on the foreign Stock Exchanges on which the shares of Banco Santander are listed (Lisbon, London, Milan, Buenos Aires, Mexico and, through ADSs, on the New York Stock Exchange) in the manner required by each of such Stock Exchanges | | Management | | For | | For | | Y |
| | | | | |
| 9.c | | Increase in share capital by such amount as may be determined pursuant to the terms of the resolution by means of the issuance of new ordinary shares having a par value of one-half (0.5) Euro each, with no share premium, of the same class and series as those that are currently outstanding, with a charge to reserves. Offer to acquire free allotment rights at a guaranteed price. Express provision for the possibility of less than full allotment. Delegation of powers to the Board of Directors, which may in turn delegate such powers to the Executive Committee, to establish the terms and conditions of the increase as to all matters not provided for by the shareholders at this General Shareholders’ Meeting, to take such actions as may be required for implementation hereof, to amend the text of sections 1 and 2 of Article 5 of the Bylaws to reflect the new amount of share capital and to execute such public and private documents as may be necessary to carry out the increase. Application to the appropriate domestic and foreign authorities for admission to trading of the new shares on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges through Spain’s Automated Quotation System (Continuous Market) and on the foreign Stock Exchanges on which the shares of Banco Santander are listed (Lisbon, London, Milan, Buenos Aires, Mexico and, through ADSs, on the New York Stock Exchange) in the manner required by each of such Stock Exchanges | | Management | | For | | For | | Y |
| | | | | |
| 9.d | | Increase in share capital by such amount as may be determined pursuant to the terms of the resolution by means of the issuance of new ordinary shares having a par value of one-half (0.5) euro each, with no share premium, of the same class and series as those that are currently outstanding, with a charge to reserves. Offer to acquire free allotment rights at a guaranteed price. Express provision for the possibility of less than full allotment. Delegation of powers to the Board of Directors, which may in turn delegate such powers to the Executive Committee, to establish the terms and conditions of the increase as to all matters not provided for by the shareholders at this General Shareholders’ Meeting, to take such actions as may be required for implementation hereof, to amend the text of sections 1 and 2 of Article 5 of the Bylaws to reflect the new amount of share capital and to execute such public and private documents as may be necessary to carry out the increase. Application to the appropriate domestic and foreign authorities for admission to trading of the new shares on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges through Spain’s Automated Quotation System (Continuous Market) and on the foreign Stock Exchanges on which the shares of Banco Santander are listed (Lisbon, London, Milan, Buenos Aires, Mexico and, through ADSs, on the New York Stock Exchange) in the manner required by each of such Stock Exchanges | | Management | | For | | For | | Y |
| | | | | |
| 10.a | | Delegation to the Board of Directors of the power to issue fixed-income securities, preferred interests or debt instruments of a similar nature (including warrants) that are convertible into and/or exchangeable for shares of the Company. Establishment of the standards for determining the basis and methods for the conversion and/or exchange and grant to the Board of Directors of the power to increase share capital by the required amount, as well as to exclude the pre-emptive rights of shareholders. To deprive of effect, to the extent not used, the delegation of powers approved by resolution Nine A II) of the shareholders acting at the Ordinary General Shareholders’ Meeting of 17 June 2011 | | Management | | For | | For | | Y |
| | | | | |
| 10.b | | Delegation to the Board of Directors of the power to issue fixed-income securities, preferred interests or debt instruments of a similar nature (including certificates, promissory notes and warrants) that are not convertible into shares | | Management | | For | | For | | Y |
| | | | | |
| 10.c | | Possibility of voluntary early conversion of the mandatorily convertible debentures issued by Banco Santander, S.A. in 2007 | | Management | | For | | For | | Y |
| | | | | |
| 11.a | | Second cycle of the Deferred and Conditional Variable Remuneration Plan | | Management | | For | | For | | Y |
| | | | | |
| 11.b | | Third cycle of the Deferred and Conditional Share Plan | | Management | | For | | For | | Y |
| | | | | |
| 11.c | | Incentive plan for employees of Santander UK plc and other companies of the Group in the United Kingdom by means of options on shares of the Bank linked to the contribution of periodic monetary amounts and to certain continuity requirements | | Management | | For | | For | | Y |
| | | | | |
| 12 | | Authorisation to the Board of Directors to interpret, remedy, supplement, carry out and further develop the resolutions adopted by the shareholders at the Meeting, as well as to delegate the powers received from the shareholders at the Meeting, and grant of powers to convert such resolutions into notarial instruments | | Management | | For | | For | | Y |
| | | | | |
| 13 | | Annual report on director remuneration policy | | Management | | For | | For | | Y |
| | | | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | | | Fund Vote
(Y/N) |
| 1 | | That the Reports of the Directors and Auditors and the audited accounts of the Company for the year ended 31 December 2011, now laid before the meeting, be received | | Management | | For | | For | | | | Y |
| | | | | | |
| 2 | | That the Remuneration Report for the year ended 31 December 2011, now laid before the meeting, be approved | | Management | | For | | For | | | | Y |
| | | | | | |
| 3 | | That Marcus Agius be re-elected a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 4 | | That David Booth be re-elected a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 5 | | That Alison Carnwath be re-elected a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 6 | | That Fulvio Conti be re-elected a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 7 | | That Bob Diamond be re-elected a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 8 | | That Simon Fraser be re-elected a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 9 | | That Reuben Jeffery III be re-elected a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 10 | | That Sir Andrew Likierman be re-elected a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 11 | | That Chris Lucas be re-elected a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 12 | | That Dambisa Moyo be re-elected a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 13 | | That Sir Michael Rake be re-elected a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 14 | | That Sir John Sunderland be re-elected a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 15 | | That PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, be reappointed as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting at which accounts are laid before the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 16 | | That the Directors be authorised to set the remuneration of the auditors | | Management | | For | | For | | | | Y |
| | | | | | |
| 17 | | That, in accordance with section 366 of the Companies Act 2006 (the ‘Act’) the Company and any company which, at any time during the period for which this resolution has effect, is a subsidiary of the Company, be and are hereby authorised to: (a) make political donations to political organisations not exceeding GBP 25,000 in total; and (b) incur political expenditure not exceeding GBP 100,000 in total, in each case | | Management | | For | | For | | None | | Y |
| | | | | | |
| | during the period commencing on the date of this resolution and ending on the date of the Annual General Meeting of the Company to be held in 2013 or on 30 June 2013, whichever is the earlier, provided that the maximum amounts referred to in (a) and (b) may consist of sums in any currency converted into Sterling at such rate as the Board may in its absolute discretion determine. For the purposes of this resolution, the terms ‘political donations’, ‘political organisations’ and ‘political expenditure’ shall have the meanings given to them in sections 363 to 365 of the Act | | | | | | | | | | |
| | | | | | |
| 18 | | That, in substitution for all existing authorities, the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Act to exercise all the powers of the Company to: (a) allot shares (as defined in section 540 of the Act) in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of GBP 1,056,812,142, USD 77,500,000, EUR 40,000,000 and YEN 4,000,000,000; and (b) allot equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of GBP 2,033,624,284 (such amount to be reduced by the aggregate nominal amount of ordinary shares allotted or rights to subscribe for or to convert any securities into ordinary shares in the Company granted under paragraph (a) of this resolution 18) in connection with an offer by way of a rights issue: (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to holders of other equity securities (as defined in section 560 of the Act) as required by the rights of those securities, or subject to such rights, as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply (unless previously renewed, varied or revoked by the Company in General Meeting) for the period expiring at the end of the AGM of the Company to be held in 2013 or until the close of business on 30 June 2013, whichever is the earlier but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired | | Management | | For | | For | | | | Y |
| | | | | | |
| 19 | | That, in substitution for all existing powers, and subject to the passing of resolution 18, the Directors be generally empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) for cash, pursuant to the authority granted by resolution 18 and/or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act, in each case free of the restriction in section 561 of the Act, such power to be limited: (a) to the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (b) of resolution 18, such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only): (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to holders of other equity securities (as defined in section 560 of the Act), as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and (b) to the allotment of equity securities, pursuant to the authority granted by paragraph (a) of resolution 18 and/or an allotment which constitutes an allotment of equity securities by virtue of section 560(3) of the Act (in each case otherwise than in the circumstances set out in paragraph (a) of this resolution) up to a nominal amount of GBP 152,521,821 representing no more than 5% of the issued ordinary share capital as at 2 March 2012; compliance with that limit shall be calculated, in the case of equity securities, into ordinary shares (as defined in section 560 of the Act) by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights, such power to apply (unless previously renewed, varied or revoked by the Company in General Meeting) until the end of the Company’s next AGM after this resolution is passed (or, if earlier, until the close of business on 30 June 2013) but so that the Company may make offers and enter into agreements before the power expires which would, or might, require equity securities to be allotted after the power expires and the Directors may allot equity securities under any such offer or agreement as if the power had not expired | | Management | | For | | For | | | | Y |
| | | | | | |
| 20 | | That the Company be generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693 of the Act) on the London Stock Exchange of up to an aggregate of 1,220,174,570 ordinary shares of 25p each in its capital, and may hold such shares as treasury shares, provided that: (a) the minimum price (exclusive of expenses) which may be paid for each ordinary share is not less than 25p; (b) the maximum price (exclusive of expenses) which may be paid for each ordinary share shall not be more than the higher of (i) 105% of the average of the market values of the ordinary shares (as derived from the Daily Official List of the London Stock Exchange) for the five business days immediately preceding the date on which the purchase is made and (ii) that stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation (EC 2273/2003); and (c) unless previously renewed, varied or revoked by the Company in General Meeting, the authority conferred by this resolution shall expire at the end of the AGM of the Company to be held in 2013 or the close of business on 30 June 2013, whichever is the earlier (except in relation to any purchase of shares the contract for which was concluded before such date and which would or might be executed wholly or partly after such date) | | Management | | For | | For | | None | | Y |
| | | | | | |
| 21 | | That the Directors be and are hereby authorised to call general meetings (other than an AGM) on not less than 14 clear days’ notice, such authority to expire at the end of the AGM of the Company to be held in 2013 or the close of business on 30 June 2013, whichever is the earlier | | Management | | For | | For | | | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT-TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| | For German registered shares, the shares have to be registered within the company’s shareholder book. Depending on the processing of the local sub custodian if a client wishes to withdraw its voting instruction due to intentions to trade/lend their stock, a Take No Action vote must be received by the vote deadline as displayed on ProxyEdge to facilitate de-registration of shares from the-company’s shareholder book. Any Take No Action votes received after the vote-deadline will only be forwarded and processed on a best effort basis. Please contact your client services representative if you require further information. Thank you. | | Non-Voting | | | | | | |
| | | | | |
| | COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 12.04.2012. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON-PROXYEDGE. | | Non-Voting | | | | | | |
| | | | | |
| 1. | | Presentation of the approved Financial Statements of BASF SE and the approved-Consolidated Financial Statements of the BASF Group for the financial year 2011; presentation of the Management’s Analyses of BASF SE and the BASF Group for-the financial year 2011 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. | | Non-Voting | | | | | | |
| | | | | |
| 2. | | Adoption of a resolution on the appropriation of profit | | Management | | For | | For | | Y |
| | | | | |
| 3. | | Adoption of a resolution giving formal approval to the actions of the members of the Supervisory Board | | Management | | For | | For | | Y |
| | | | | |
| 4. | | Adoption of a resolution giving formal approval to the actions of the members of the Board of Executive Directors | | Management | | For | | For | | Y |
| | | | | |
| 5. | | Election of the auditor for the financial year 2012 | | Management | | For | | For | | Y |
| | | | | |
| 6. | | Authorization to buy back shares and put them to further use including the authorization to redeem bought-back shares and reduce capital | | Management | | For | | For | | Y |
| | | | | |
| 7. | | Resolution on the amendment of Article 17 of the Statutes | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| | For German registered shares, the shares have to be registered within the company’s shareholder book. Depending on the processing of the local sub custodian-if a client wishes to withdraw its voting instruction due to intentions to trade/lend their stock, a Take No Action vote must be received by the vote deadline as displayed on ProxyEdge to facilitate de-registration of shares from the-company’s shareholder book. Any Take No Action votes received after the vote-deadline will only be forwarded and processed on a best effort basis. Please contact your client services representative if you require further information.- Thank you. | | Non-Voting | | | | | | |
| | | | | |
| | COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 12.04.2012. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO-THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT-THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON-PROXYEDGE. | | Non-Voting | | | | | | |
| | | | | |
| 1. | | Presentation of the adopted annual financial statements and the approved consolidated financial statements, the Combined Management Report, the report of the Supervisory Board, the explanatory report by the Board of Management on takeover-related disclosures, and the proposal by the Board of Management on the appropriation of distributable profit for the fiscal year 2011. Resolution on the appropriation of distributable profit. | | Management | | For | | For | | Y |
| | | | | |
| 2. | | Ratification of the actions of the members of the Board of Management | | Management | | For | | For | | Y |
| | | | | |
| 3. | | Ratification of the actions of the members of the Supervisory Board | | Management | | For | | For | | Y |
| | | | | |
| 4.A | | Supervisory Board elections: Dr. Manfred Schneider, (until September 30, 2012) | | Management | | For | | For | | Y |
| | | | | |
| 4.B | | Supervisory Board elections: Werner Wenning, (from October 1, 2012) | | Management | | For | | For | | Y |
| | | | | |
| 4.C | | Supervisory Board elections: Dr. Paul Achleitner | | Management | | For | | For | | Y |
| | | | | |
| 4.D | | Supervisory Board elections: Dr. Clemens Boersig | | Management | | For | | For | | Y |
| | | | | |
| 4.E | | Supervisory Board elections: Thomas Ebeling | | Management | | For | | For | | Y |
| | | | | |
| 4.F | | Supervisory Board elections: Dr. rer. pol. Klaus Kleinfeld | | Management | | For | | For | | Y |
| | | | | |
| 4.G | | Supervisory Board elections: Dr. rer. nat. Helmut Panke | | Management | | For | | For | | Y |
| | | | | |
| 4.H | | Supervisory Board elections: Sue H. Rataj | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1 | | Accept Financial Statements and Statutory Reports | | Management | | For | | For | | Y |
| | | | | |
| 2 | | Approve Remuneration Report | | Management | | For | | For | | Y |
| | | | | |
| 3 | | Approve Final Dividend | | Management | | For | | For | | Y |
| | | | | |
| 4 | | Elect Vivienne Cox as Director | | Management | | For | | For | | Y |
| | | | | |
| 5 | | Elect Chris Finlayson as Director | | Management | | For | | For | | Y |
| | | | | |
| 6 | | Elect Andrew Gould as Director | | Management | | For | | For | | Y |
| | | | | |
| 7 | | Re-elect Peter Backhouse as Director | | Management | | For | | For | | Y |
| | | | | |
| 8 | | Re-elect Fabio Barbosa as Director | | Management | | For | | For | | Y |
| | | | | |
| 9 | | Re-elect Sir Frank Chapman as Director | | Management | | For | | For | | Y |
| | | | | |
| 10 | | Re-elect Baroness Hogg as Director | | Management | | For | | For | | Y |
| | | | | |
| 11 | | Re-elect Dr John Hood as Director | | Management | | For | | For | | Y |
| | | | | |
| 12 | | Re-elect Martin Houston as Director | | Management | | For | | For | | Y |
| | | | | |
| 13 | | Re-elect Caio Koch-Weser as Director | | Management | | For | | For | | Y |
| | | | | |
| 14 | | Re-elect Sir David Manning as Director | | Management | | For | | For | | Y |
| | | | | |
| 15 | | Re-elect Mark Seligman as Director | | Management | | For | | For | | Y |
| | | | | |
| 16 | | Re-elect Patrick Thomas as Director | | Management | | For | | For | | Y |
| | | | | |
| 17 | | Re-elect Philippe Varin as Director | | Management | | For | | For | | Y |
| | | | | |
| 18 | | Re-appoint PricewaterhouseCoopers LLP as Auditors | | Management | | For | | For | | Y |
| | | | | |
| 19 | | Authorise the Audit Committee to Fix Remuneration of Auditors | | Management | | For | | For | | Y |
| | | | | |
| 20 | | Approve EU Political Donations and Expenditure | | Management | | For | | For | | Y |
| | | | | |
| 21 | | Authorise Issue of Equity with Pre-emptive Rights | | Management | | For | | For | | Y |
| | | | | |
| 22 | | Authorise Issue of Equity without Pre-emptive Rights | | Management | | For | | For | | Y |
| | | | | |
| 23 | | Authorise Market Purchase | | Management | | For | | For | | Y |
| | | | | |
| 24 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1 | | To receive the financial statements for BHP Billiton Plc and BHP Billiton Limited for the year ended 30 June 2011, together with the Directors’ Report and the Auditor’s Report, as set out in the Annual Report | | Management | | For | | For | | Y |
| | | | | |
| 2 | | Lindsay Maxsted was appointed a Director by the Board of BHP Billiton Plc and BHP Billiton Limited since the last Annual General Meetings and offers himself for election as a Director of each of BHP Billiton Plc and BHP Billiton Limited | | Management | | For | | For | | Y |
| | | | | |
| 3 | | Shriti Vadera was appointed a Director by the Board of BHP Billiton Plc and BHP Billiton Limited since the last Annual General Meetings and offers herself for election as a Director of each of BHP Billiton Plc and BHP Billiton Limited | | Management | | For | | For | | Y |
| | | | | |
| 4 | | Malcolm Broomhead offers himself for re-election as a Director of each of BHP Billiton Plc and BHP Billiton Limited | | Management | | For | | For | | Y |
| | | | | |
| 5 | | John Buchanan offers himself for re-election as a Director of each of BHP Billiton Plc and BHP Billiton Limited | | Management | | For | | For | | Y |
| | | | | |
| 6 | | Carlos Cordeiro offers himself for re-election as a Director of each of BHP Billiton Plc and BHP Billiton Limited | | Management | | For | | For | | Y |
| | | | | |
| 7 | | David Crawford offers himself for re-election as a Director of each of BHP Billiton Plc and BHP Billiton Limited | | Management | | For | | For | | Y |
| | | | | |
| 8 | | Carolyn Hewson offers herself for re-election as a Director of each of BHP Billiton Plc and BHP Billiton Limited | | Management | | For | | For | | Y |
| | | | | |
| 9 | | Marius Kloppers offers himself for re-election as a Director of each of BHP Billiton Plc and BHP Billiton Limited | | Management | | For | | For | | Y |
| | | | | |
| 10 | | Wayne Murdy offers himself for re-election as a Director of each of BHP Billiton Plc and BHP Billiton Limited | | Management | | For | | For | | Y |
| | | | | |
| 11 | | Keith Rumble offers himself for re-election as a Director of each of BHP Billiton Plc and BHP Billiton Limited | | Management | | For | | For | | Y |
| | | | | |
| 12 | | John Schubert offers himself for re-election as a Director of each of BHP Billiton Plc and BHP Billiton Limited | | Management | | For | | For | | Y |
| | | | | |
| 13 | | Jacques Nasser offers himself for re-election as a Director of each of BHP Billiton Plc and BHP Billiton Limited | | Management | | For | | For | | Y |
| | | | | |
| 14 | | That KPMG Audit Plc be re-appointed as the auditor of BHP Billiton Plc and that the Directors be authorised to agree their remuneration | | Management | | For | | For | | Y |
| | | | | |
| 15 | | General authority to issue shares in BHP Billiton Plc | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | French Resident Shareowners must complete, sign and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be forwarded to the Global Custodians that have become Registered Intermediaries, on the Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact your representative | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:- http://www.journal-officiel.gouv.fr//pdf/2012/0312/201203121200812.pdf AND https://balo.journal-officiel.gouv.fr/pdf/2012/0420/201204201201582.pdf | | Non-Voting | | | | | | |
| | | | | |
| O.1 | | Approval of the corporate financial statements for the financial year 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.2 | | Approval of the consolidated financial statements for the financial year 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.3 | | Allocation of income for the financial year ended December 31, 2011 and distribution of the dividend | | Management | | For | | For | | Y |
| | | | | |
| O.4 | | Special report of the Statutory Auditors on the agreements and commitments pursuant to Articles L.225-38 et seq. of the Commercial Code, and approval of the agreements and commitments therein, including those concluded between a company and its corporate officers and also between companies of a group with common corporate officers | | Management | | For | | For | | Y |
| | | | | |
| O.5 | | Authorization for BNP Paribas to repurchase its own shares | | Management | | For | | For | | Y |
| | | | | |
| O.6 | | Renewal of terms of Deloitte & Associes as principal Statutory Auditor and BEAS as deputy Statutory Auditor | | Management | | For | | For | | Y |
| | | | | |
| O.7 | | Renewal of terms of Mazars as principal Statutory Auditor and Michel Barbet-Massin as deputy Statutory Auditor | | Management | | For | | For | | Y |
| | | | | |
| O.8 | | Renewal of terms of PricewaterhouseCoopers Audit as principal Statutory Auditor and appointment of Anik Chaumartin as deputy Statutory Auditor | | Management | | For | | For | | Y |
| | | | | |
| O.9 | | Renewal of term of Mr. Denis Kessler as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.10 | | Renewal of term of Mrs. Laurence Parisot as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.11 | | Renewal of term of Mr. Michel Pebereau as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.12 | | Appointment of Mr. Pierre-Andre de Chalendar as Board member | | Management | | For | | For | | Y |
| | | | | |
| E.13 | | Issuance while maintaining preferential subscription rights of common share and securities providing access to capital or entitling to the allotment of debt securities | | Management | | For | | For | | Y |
| | | | | |
| E.14 | | Issuance with cancellation of preferential subscription rights of common share and securities providing access to capital or entitling to the allotment of debt securities | | Management | | For | | For | | Y |
| | | | | |
| E.15 | | Issuance with cancellation of preferential subscription rights of common share and securities providing access to capital, in consideration for share contributions from public exchange offers | | Management | | For | | For | | Y |
| | | | | |
| E.16 | | Issuance with cancellation of preferential subscription rights of common share or securities providing access to capital, in consideration for share contributions within the limit of 10% of capital | | Management | | For | | For | | Y |
| | | | | |
| E.17 | | Overall limitation of authorizations to issue shares with cancellation of preferential subscription rights | | Management | | For | | For | | Y |
| | | | | |
| E.18 | | Capital increase by incorporation of reserves or profits, issuance or contribution premiums | | Management | | For | | For | | Y |
| | | | | |
| E.19 | | Overall limitation of authorizations to issue shares while maintaining or cancelling preferential subscription rights | | Management | | For | | For | | Y |
| | | | | |
| E.20 | | Authorization to be granted to the Board of Directors to carry out operations reserved for members of a Company Savings Plan of the BNP Paribas Group which may take the form of capital increase and/or transfer of reserved shares | | Management | | For | | For | | Y |
| | | | | |
| E.21 | | Authorization to be granted to the Board of Directors to reduce capital by cancellation of shares | | Management | | For | | For | | Y |
| | | | | |
| E.22 | | Powers to the bearer of an original, a copy or an extract of the minutes of this Combined General Meeting to carry out all legal formalities | | Management | | For | | For | | Y |
| | | | | |
| CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK. IF-YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1 | | To receive the Reports and Accounts | | Management | | For | | For | | Y |
| | | | | |
| 2 | | To approve the Remuneration Report | | Management | | For | | For | | Y |
| | | | | |
| 3 | | To declare a final dividend | | Management | | For | | For | | Y |
| | | | | |
| 4 | | To re-appoint Sir Roger Carr | | Management | | For | | For | | Y |
| | | | | |
| 5 | | To re-appoint Sam Laidlaw | | Management | | For | | For | | Y |
| | | | | |
| 6 | | To re-appoint Phil Bentley | | Management | | For | | For | | Y |
| | | | | |
| 7 | | To re-appoint Margherita Della Valle | | Management | | For | | For | | Y |
| | | | | |
| 8 | | To re-appoint Mary Francis | | Management | | For | | For | | Y |
| | | | | |
| 9 | | To re-appoint Mark Hanafin | | Management | | For | | For | | Y |
| | | | | |
| 10 | | To re-appoint Lesley Knox | | Management | | For | | For | | Y |
| | | | | |
| 11 | | To re-appoint Nick Luff | | Management | | For | | For | | Y |
| | | | | |
| 12 | | To re-appoint Andrew Mackenzie | | Management | | For | | For | | Y |
| | | | | |
| 13 | | To re-appoint Ian Meakins | | Management | | For | | For | | Y |
| | | | | |
| 14 | | To re-appoint Paul Rayner | | Management | | For | | For | | Y |
| | | | | |
| 15 | | To re-appoint Chris Weston | | Management | | For | | For | | Y |
| | | | | |
| 16 | | To re-appoint the Auditors: PricewaterhouseCoopers LLP | | Management | | For | | For | | Y |
| | | | | |
| 17 | | To authorise the Directors to determine the Auditors’ remuneration | | Management | | For | | For | | Y |
| | | | | |
| 18 | | Authority for political donations and political expenditure in the European Union | | Management | | For | | For | | Y |
| | | | | |
| 19 | | Authority to allot shares | | Management | | For | | For | | Y |
| | | | | |
| 20 | | Authority to disapply pre-emption rights | | Management | | For | | For | | Y |
| | | | | |
| 21 | | Authority to purchase own shares | | Management | | For | | For | | Y |
| | | | | |
| 22 | | To authorise the directors to continue to operate the Centrica Share Incentive Plan | | Management | | For | | For | | Y |
| | | | | |
| 23 | | Notice of general meetings | | Management | | For | | For | | Y |
| | | | | |
| | PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF THE RESOLUTION 9.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR”-AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | French Resident Shareowners must complete, sign and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be forwarded to the Global Custodians that have become Registered Intermediaries, on the Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact your representative | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-http://www.journal- officiel.gouv.fr//pdf/2012/0302/201203021200587.pdf | | Non-Voting | | | | | | |
| | | | | |
| E.1 | | Resignation of Mr. Michel Rollier as Managing General Partner | | Management | | For | | For | | Y |
| | | | | |
| E.2 | | Amendments to the Statutes of the Company as a result of the resignation of Mr. Michel Rollier | | Management | | For | | For | | Y |
| | | | | |
| E.3 | | Amendments to the Statutes of the Company concerning the reduction of General Partners’ statutory deductions | | Management | | For | | For | | Y |
| | | | | |
| E.4 | | Delegation of authority to be granted to the Managers to issue shares and/or securities providing access to the capital of the Company while maintaining preferential subscription rights | | Management | | For | | For | | Y |
| | | | | |
| E.5 | | Delegation of authority to be granted to the Managers to issue shares and/or securities providing access to the capital of the Company through a public offer with cancellation of preferential subscription rights | | Management | | For | | For | | Y |
| | | | | |
| E.6 | | Delegation of authority to be granted to the Managers to issue shares and/or securities providing access to the capital of the Company as part of an offer pursuant to Article L.411-2, II of the Monetary and Financial Code with cancellation of preferential subscription rights | | Management | | For | | For | | Y |
| | | | | |
| E.7 | | Authorization to be granted to the Managers to increase the number of issuable securities in case of surplus demands as part of the capital increase conducted with or without preferential subscription rights pursuant to the fourth, fifth and sixth resolutions | | Management | | For | | For | | Y |
| | | | | |
| E.8 | | Delegation of authority to be granted to the Managers to carry out a capital increase by incorporation of reserves, profits or premiums | | Management | | For | | For | | Y |
| | | | | |
| E.9 | | Delegation of authority to be granted to the Managers to carry out a capital increase by issuing common shares without preferential subscription rights, in consideration for contributions of shares in case of public exchange offers or in-kind contributions | | Management | | For | | For | | Y |
| | | | | |
| E.10 | | Delegation of authority to be granted to the Managers to carry out a capital increase reserved for employees who are members of a Group savings plan | | Management | | For | | For | | Y |
| | | | | |
| E.11 | | Limitation of the overall nominal amount of capital increases and issuances of securities or debt securities | | Management | | For | | For | | Y |
| | | | | |
| E.12 | | Authorization to be granted to the Managers to reduce capital by cancellation of shares | | Management | | For | | For | | Y |
| | | | | |
| O.13 | | Approval of the corporate financial statements for the financial year 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.14 | | Allocation of income for the financial year 2011 and setting the dividend with payment option in shares | | Management | | For | | For | | Y |
| | | | | |
| O.15 | | Approval of the consolidated financial statements for the financial year 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.16 | | Regulated Agreements | | Management | | For | | For | | Y |
| | | | | |
| O.17 | | Authorization to be granted to the Managers to allow the Company to trade its own shares except during a period of public offer, as part of a share repurchase program with a maximum purchase price of 100 Euros per share | | Management | | For | | For | | Y |
| | | | | |
| O.18 | | Delegation of authority to be granted to the Managers to carry out bond issues | | Management | | For | | For | | Y |
| | | | | |
| O.19 | | Powers to the bearer of an original, a copy or an extract of the minutes of this Ordinary and Extraordinary general Meeting to accomplish all legal formalities | | Management | | For | | For | | Y |
| | | | | |
| | PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF THE RESOLUTION 2 AND 13 .IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN-THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK-YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1 | | To receive the reports of the Directors and auditors and the audited financial statements | | Management | | For | | For | | Y |
| | | | | |
| 2 | | To approve the Directors remuneration report | | Management | | For | | For | | Y |
| | | | | |
| 3 | | To declare a final ordinary dividend | | Management | | For | | For | | Y |
| | | | | |
| 4 | | To elect A Wood a Director | | Management | | For | | For | | Y |
| | | | | |
| 5 | | To re elect M Beresford a Director | | Management | | For | | For | | Y |
| | | | | |
| 6 | | To re elect J Devaney a Director | | Management | | For | | For | | Y |
| | | | | |
| 7 | | To re elect M Hagee a Director | | Management | | For | | For | | Y |
| | | | | |
| 8 | | To re elect J Patterson a Director | | Management | | For | | For | | Y |
| | | | | |
| 9 | | To re elect M Ronald a Director | | Management | | For | | For | | Y |
| | | | | |
| 10 | | To re elect A Stevens a Director | | Management | | For | | For | | Y |
| | | | | |
| 11 | | To re elect W Tucker a Director | | Management | | For | | For | | Y |
| | | | | |
| 12 | | To re elect M Wareing a Director | | Management | | For | | For | | Y |
| | | | | |
| 13 | | To re appoint the auditor:
PricewaterhouseCoopers LLP | | Management | | For | | For | | Y |
| | | | | |
| 14 | | To authorise the Directors to determine the auditors remuneration | | Management | | For | | For | | Y |
| | | | | |
| 15 | | To authorise the Company to purchase its own shares | | Management | | For | | For | | Y |
| | | | | |
| 16 | | To authorise the Directors to allot shares and grant rights | | Management | | For | | For | | Y |
| | | | | |
| 17 | | To authorise the Directors to allot equity securities for cash | | Management | | For | | For | | Y |
| | | | | |
| 18 | | To authorise the calling of general meetings other than Annual General Meetings on not less than 14 clear days notice | | Management | | For | | For | | Y |
| | | | | |
| CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF AUDITOR NAME. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING-935397, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR HOLDINGS MUST BE NOTIFIED TO THE COMPANY REGISTRAR IN EITHER THE NOMINEE NAME OR THE BENEFICIAL OWNER NAME BEFORE THE REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. | | Non-Voting | | | | | | |
| | | | | |
| 1.1 | | Presentation of the annual report, the parent company’s 2011 financial statements, the Group’s 2011 consolidated financial statements and the 2011 remuneration report | | Non-Voting | | | | | | |
| | | | | |
| 1.2 | | Consultative vote on the 2011 remuneration report | | Management | | For | | For | | Y |
| | | | | |
| 1.3 | | Approval of the annual report, the parent company’s 2011 financial statements and the Group’s 2011 consolidated financial statements | | Management | | For | | For | | Y |
| | | | | |
| 2 | | Discharge of the acts of the Members of the Board of Directors and Executive Board | | Management | | For | | For | | Y |
| | | | | |
| 3.1 | | Resolution on the appropriation of retained earnings | | Management | | For | | For | | Y |
| | | | | |
| 3.2 | | Resolution on the distribution against reserves from capital contributions in the form of either a scrip dividend or a cash distribution | | Management | | For | | For | | Y |
| | | | | |
| 4.1 | | Creation of conversion capital | | Management | | For | | For | | Y |
| | | | | |
| 4.2 | | Increase of and amendment to the authorized capital | | Management | | For | | For | | Y |
| | | | | |
| 5.1.1 | | Re-election of Walter B. Kielholz to the Board of Directors | | Management | | For | | For | | Y |
| | | | | |
| 5.1.2 | | Re-election of Andreas N. Koopmann to the Board of Directors | | Management | | For | | For | | Y |
| | | | | |
| 5.1.3 | | Re-election of Richard E. Thornburgh to the Board of Directors | | Management | | For | | For | | Y |
| | | | | |
| 5.1.4 | | Re-election of John I. Tiner to the Board of Directors | | Management | | For | | For | | Y |
| | | | | |
| 5.1.5 | | Re-election of Urs Rohner to the Board of Directors | | Management | | For | | For | | Y |
| | | | | |
| 5.1.6 | | Election of Iris Bohnet to the Board of Directors | | Management | | For | | For | | Y |
| | | | | |
| 5.1.7 | | Election of Jean-Daniel Gerber to the Board of Directors | | Management | | For | | For | | Y |
| | | | | |
| 5.2 | | Election of the independent auditors | | Management | | For | | For | | Y |
| | | | | |
| 5.3 | | Election of the special auditors | | Management | | For | | For | | Y |
| | | | | |
| 6 | | If voting or elections take place on proposals submitted during the Annual General Meeting itself as defined in art. 700 paras. 3 and 4 of the Swiss Code of Obligations, I hereby instruct the independent proxy to vote in favor of the proposal of the Board of Directors | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| | COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 20.03.2012. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. | | Non-Voting | | | | | | |
| | | | | |
| | For German registered shares, the shares have to be registered within the company’s shareholder book. Depending on the processing of the local sub custodian if a client wishes to withdraw its voting instruction due to intentions to trade/lend their stock, a Take No Action vote must be received by the vote deadline as displayed on ProxyEdge to facilitate deregistration of shares from the company’s shareholder book. Any Take No Action votes received after the vote deadline will only be forwarded and processed on a best effort basis. Please contact your client services representative if you require further information. Thank you. | | Non-Voting | | | | | | |
| | | | | |
| | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. | | Non-Voting | | | | None | | |
| | | | | |
| 01. | | Presentation of the adopted financial statements of Daimler AG, the approved consolidated financial statements, the combined management report for Daimler AG and the Group with the explanatory reports on the information required pursuant to Section 289, Subsections 4 and 5, Section 315, Subsection 4 of the German Commercial Code (Handelsgesetzbuch), and the report of the Supervisory Board for the 2011 financial year | | Non-Voting | | | | | | |
| | | | | |
| 02. | | Resolution on the allocation of distributable profit | | Management | | For | | For | | Y |
| | | | | |
| 03. | | Resolution on ratification of Board of Management members actions in the 2011 financial year | | Management | | For | | For | | Y |
| | | | | |
| 04. | | Resolution on ratification of Supervisory Board members actions in the 2011 financial year | | Management | | For | | For | | Y |
| | | | | |
| 05. | | Resolution on the appointment of KPMG AG Wirtschaftsprufungsgesellschaft, Berlin, as a auditors for the Company and the Group for the 2012 financial year | | Management | | For | | For | | Y |
| | | | | |
| 06. | | Resolution on the election of a new member of the Supervisory Board : Dr. Clemens Borsig | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
| 1.1 | | Special report of the Board of Directors regarding the renewal of the authorized capital | | Non-Voting | | | | | | |
| | | | | |
| 1.2 | | The board of directors is authorized to increase the share capital on one or more occasions up to the amount of five million ninety four thousand six hundred and nine Euros (EUR 5,094,609) on the dates and pursuant to the terms decided by the board of directors for a period of five years as from the date of publication of this authorization in the Belgian State Gazette | | Management | | For | | For | | Y |
| | | | | |
| 2 | | The Extraordinary General Meeting grants the powers to the Board of Directors, with the power to sub-delegate, to implement the decisions taken by the Extraordinary General Meeting, to co-ordinate the text of the articles of association as a result of the abovementioned amendments, and to carry out all necessary or useful formalities to that effect | | Management | | For | | For | | Y |
| | | | | |
| | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A SECOND CALL ON 24 MAY 2012. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF SECOND CALL DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
| O.1 | | Presentation of the management report of the Board of Directors on the financial year ended December 31, 2011 | | Non-Voting | | | | | | |
| | | | | |
| O.2 | | Presentation of the report of the statutory auditor on the financial year ended December 31, 2011 | | Non-Voting | | | | | | |
| | | | | |
| O.3 | | Communication of the consolidated annual accounts as of December 31, 2011 | | Non-Voting | | | | | | |
| | | | | |
| O.4 | | Approval of the statutory (non-consolidated) annual accounts as of December 31, 2011, including the allocation of profits, and approval of the distribution of a gross dividend of EUR 1.76 per share: Approve the statutory (non-consolidated) annual accounts as of December 31, 2011, including the specified allocation of profits, as specified | | Management | | For | | For | | Y |
| | | | | |
| O.5 | | Approve the discharge of liability of persons who served as directors of the Company during the financial year ended December 31, 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.6 | | Approve the discharge of liability of the statutory auditor of the Company for the financial year ended December 31, 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.7.1 | | Renew the mandate of Ms. Claire Babrowski as director for a period of four years that will expire at the end of the ordinary shareholders’ meeting that will be requested to approve the annual accounts relating to the financial year 2015 | | Management | | For | | For | | Y |
| | | | | |
| O.7.2 | | Renew the mandate of Mr. Pierre Olivier Beckers as director for a period of three years that will expire at the end of the ordinary shareholders’ meeting that will be requested to approve the annual accounts relating to the financial year 2014 | | Management | | For | | For | | Y |
| | | | | |
| O.7.3 | | Renew the mandate of Mr. Didier Smits as director for a period of three years that will expire at the end of the ordinary shareholders’ meeting that will be requested to approve the annual accounts relating to the financial year 2014 | | Management | | For | | For | | Y |
| | | | | |
| O.7.4 | | Appoint Ms. Shari Ballard as director for a period of three years that will expire at the end of the ordinary shareholders’ meeting that will be requested to approve the annual accounts relating to the financial year 2014 | | Management | | For | | For | | Y |
| | | | | |
| O.8.1 | | Upon proposal of the Board of Directors, acknowledge that Ms. Claire Babrowski, whose mandate is proposed to be renewed until the end of the ordinary shareholders’ meeting that will be requested to approve the annual accounts relating to the financial year 2015, satisfies the requirements of independence set forth by the Belgian Companies Code for the assessment of independence of directors, and renew her mandate as independent director pursuant to the criteria of the Belgian Companies Code. Ms. Claire Babrowski complies with the functional, family and financial criteria of independence as provided for in Article 526ter of the Belgian Companies Code. Moreover, Ms. Claire Babrowski expressly stated and the Board of Directors is of the opinion that she does not have any relationship with any company that could compromise her independence | | Management | | For | | For | | Y |
| | | | | |
| O.8.2 | | Upon proposal of the Board of Directors, acknowledge that Ms. Shari Ballard, whose appointment as director is proposed until the end of the ordinary shareholders’ meeting that will be requested to approve the annual accounts relating to the financial year 2014, satisfies the requirements of independence set forth by the Belgian Companies Code for the assessment of independence of directors, and appoint her as independent director pursuant to the criteria of the Belgian Companies Code. Ms. Shari Ballard complies with the functional, family and financial criteria of independence as provided for in Article 526ter of the Belgian Companies Code. Moreover, Ms. Shari Ballard expressly stated and the Board of Directors is of the opinion that she does not have any relationship with any company that could compromise her independence | | Management | | For | | For | | Y |
| | | | | |
| O.9 | | Approve the remuneration report included in the corporate governance statement of the management report of the Board of Directors on the financial year ended December 31, 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.10 | | Approve the Delhaize Group 2012 U.S. Stock Incentive Plan, under which eligible persons may be granted stock options from 2012 onwards to acquire existing or newly issued shares of the Company, including stock options that satisfy the requirements of Section 422 of the US Internal Revenue Code of 1986, as amended | | Management | | For | | For | | Y |
| | | | | |
| O.11 | | Approve the Delhaize America, LLC 2012 Restricted Stock Unit Plan, under which eligible persons may be granted restricted stock unit awards from 2012 onwards to receive existing shares of the Company upon vesting | | Management | | For | | For | | Y |
| | | | | |
| O12.1 | | Approve, pursuant to Article 520ter of the Belgian Companies Code, the continuation by the Company of grants of stock options under the Delhaize Group 2012 U.S. Stock Incentive Plan to certain members of the Executive Committee of the Company vesting in equal installments of one third over a three-year period following their grant date, and the potential accelerated vesting of stock options under this plan in case of retirement or termination of employment | | Management | | For | | For | | Y |
| | | | | |
| O12.2 | | Approve, pursuant to Article 520ter of the Belgian Companies Code, the continuation by Delhaize America, LLC of grants of Restricted Stock Unit awards under the Delhaize America, LLC 2012 Restricted Stock Unit Plan that are delivered to certain members of the Executive Committee of the Company vesting in equal installments of one fourth starting at the end of the second year over a five-year period following their grant date, and the potential accelerated vesting of restricted stock units under this plan in case of retirement or termination of employment | | Management | | For | | For | | Y |
| | | | | |
| O.13 | | Approve, pursuant to Articles 520ter and 556 of the Belgian Companies Code, any provision in (i) the Delhaize Group 2012 U.S. Stock Incentive Plan, (ii) the Delhaize America, LLC 2012 Restricted Stock Unit Plan or (iii) any related agreement between the Company and/or Delhaize America, LLC and a holder of stock options and/or restricted stock units (the “Incentives”) under such plans, which grants a holder of Incentives under such plan the right to acquire shares of the Company, regardless of the vesting period of the Incentives, upon a change of control of the Company | | Management | | For | | For | | Y |
| | | | | |
| O.14 | | Pursuant to Article 556 of the Belgian Companies Code, approve the provision granting to the holders of the bonds, convertible bonds or medium-term notes that the Company may issue within the 12 months following the ordinary shareholders’ meeting of May 2012, in one or several offerings and tranches, with a maturity or maturities not exceeding 30 years, for a maximum equivalent aggregate amount of EUR 1.5 billion, the right to obtain the redemption, or the right to require the repurchase, of such bonds or notes for an amount not in excess of 101% of the outstanding principal amount plus accrued and unpaid interest of such bonds or notes, in the event of a change of control of the Company, as would be provided in the terms and conditions relating to such bonds and/or notes. Any such bond or note issue will be disclosed through a press release, which will summarize the applicable change of control provision and mention the total amount of bonds and notes already issued by the Company that are subject to a change of control provision approved under this resolution | | Management | | For | | For | | Y |
| | | | | |
| E15.1 | | Amendment to Article 8 of the articles of association of the Company: Special report of the Board of Directors regarding the renewal of the authorized capital | | Non-Voting | | | | | | |
| | | | | |
| E15.2 | | Amendment to Article 8 of the articles of association of the Company: Proposal to replace the first indent of Article 8 A. of the articles of association with the following text: The board of directors is authorized to increase the share capital on one or more occasions up to the amount of five million ninety-four thousand six hundred and nine Euros (EUR 5,094,609) on the dates and pursuant to the terms decided by the board of directors for a period of five years as from the date of publication of this authorization in the Belgian State Gazette | | Management | | For | | For | | Y |
| | | | | |
| E.16 | | The Extraordinary Shareholders’ Meeting grants the powers to the board of directors, with the power to sub-delegate, to implement the decisions taken by the Ordinary and Extraordinary Shareholders’ Meetings, to co-ordinate the text of the articles of association as a result of the abovementioned amendments, and to carry out all necessary or useful formalities to that effect | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1 | | That the audited accounts of the Company for the financial year ended 31 December 2011, together with the Directors’ Report end Auditors’ Report thereon, be received | | Management | | For | | For | | Y |
| | | | | |
| 2 | | That a final dividend of US 11 cents per ordinary share for the year ended 31 December 2011 be declared | | Management | | For | | For | | Y |
| | | | | |
| 3 | | That the Directors’ Remuneration Report for the financial year ended 31 December 2011 be approved | | Management | | For | | For | | Y |
| | | | | |
| 4 | | That Mr Terence Wilkinson be elected as a Director (non-executive) of the Company | | Management | | For | | For | | Y |
| | | | | |
| 5 | | That Professor Dr Dieter Ameling be re-elected as a Director (non-executive) of the Company | | Management | | For | | For | | Y |
| | | | | |
| 6 | | That Mr Gerhard Ammann be re-elected as a Director (non-executive) of the Company | | Management | | For | | For | | Y |
| | | | | |
| 7 | | That Mr Marat Beketayev be re-elected as a Director (non-executive) of the Company | | Management | | For | | For | | Y |
| | | | | |
| 8 | | That Mr James Cochrane be re-elected as a Director (executive) of the Company | | Management | | For | | For | | Y |
| | | | | |
| 9 | | That Mr Mehmet Dalman be re-elected as a Director (non-executive) of the Company | | Management | | For | | For | | Y |
| | | | | |
| 10 | | That Sir Paul Judge be re-elected as a Director (non-executive) of the Company | | Management | | For | | For | | Y |
| | | | | |
| 11 | | That Mr Roderick Thomson be re-elected as a Director (non-executive) of the Company | | Management | | For | | For | | Y |
| | | | | |
| 12 | | That Mr Felix Vulis be re-elected as a Director (executive) of the Company | | Management | | For | | For | | Y |
| | | | | |
| 13 | | That Dr Zaure Zaurbekova be re-elected as a Director (executive) of the Company | | Management | | For | | For | | Y |
| | | | | |
| 14 | | That PricewaterhouseCoopers LLP be re-appointed as auditors of the Company to hold office until the conclusion of the next general meeting of the company at which accounts are laid before the Company | | Management | | For | | For | | Y |
| | | | | |
| 15 | | That the Audit Committee of the Board of Directors of the Company be authorised to set the remuneration of the auditors | | Management | | For | | For | | Y |
| | | | | |
| 16 | | That the Directors be authorised to allot shares in the Company up to an aggregate nominal amount of USD 25,755,000 | | Management | | For | | For | | Y |
| | | | | |
| 17 | | That the Directors be empowered to disapply pre-emption rights up to an aggregate nominal amount of USD 12,877,500 | | Management | | For | | For | | Y |
| | | | | |
| 18 | | That the Directors be authorised to make market purchases of the Company’s ordinary shares | | Management | | For | | For | | Y |
| | | | | |
| 19 | | That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days’ notice | | Management | | For | | For | | Y |
| | | | | |
| 20 | | That the 2011 LTIP awards be amended to vest on or around 3 May 2014 | | Management | | For | | For | | Y |
| | | | | |
| | PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF RESOLUTION 16. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| | PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF RESOLUTION 7. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| | | | | |
| CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 942800 DUE TO ADDITION OF RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | French Resident Shareowners must complete, sign and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be forwarded to the Global Custodians that have become Registered Intermediaries, on the Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact your representative | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINKS: https://balo.journalofficiel.gouv.fr/pdf/2012/0402/201204021201116.pdf AND https://balo.journalofficiel.gouv.fr/pdf/2012/0516/201205161202557.pdf | | Non-Voting | | | | | | |
| | | | | |
| O.1 | | Approval of the annual corporate financial statements for the financial year ended December 31, 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.2 | | Approval of the consolidated financial statements for the financial year ended December 31, 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.3 | | Allocation of income for the financial year ended December 31, 2011 as reflected in the annual financial statements | | Management | | For | | For | | Y |
| | | | | |
| O.4 | | Agreements pursuant to Article L.22538 of the Commercial Code | | Management | | For | | For | | Y |
| | | | | |
| O.5 | | Renewal of term of Mrs. Claudie Haignere as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.6 | | Renewal of term of Mr. Jose-Luis Duran as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.7 | | Renewal of term of Mr. Charles-Henri Filippi as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.8 | | Authorization to be granted to the Board of Directors to purchase or transfer Company’s shares | | Management | | For | | For | | Y |
| | | | | |
| O.9 | | Ratification of change of location of the registered office | | Management | | For | | For | | Y |
| | | | | |
| E.10 | | Amendment to Article 9 of the Statutes | | Management | | For | | For | | Y |
| | | | | |
| E.11 | | Amendment to Article 16 of the Statutes | | Management | | For | | For | | Y |
| | | | | |
| E.12 | | Amendment to Article 21 of the Statutes | | Management | | For | | For | | Y |
| | | | | |
| E.13 | | Delegation of powers to the Board of Directors to issue shares reserved for persons having signed a liquidity contract with the Company as holders of shares or share subscription options of the company Orange S.A | | Management | | For | | For | | Y |
| | | | | |
| E.14 | | Delegation of powers to the Board of Directors to carry out free issuance of liquidity instruments on options reserved for holders of share subscription options of the company Orange S.A. having signed a liquidity contract with the Company | | Management | | For | | For | | Y |
| | | | | |
| E.15 | | Authorization to the Board of Directors to allocate free shares of the Company | | Management | | For | | For | | Y |
| | | | | |
| E.16 | | Delegation of authority to the Board of Directors to carry out capital increases reserved for members of savings plans | | Management | | For | | For | | Y |
| | | | | |
| E.17 | | Authorization to the Board of Directors to reduce capital by cancellation of shares | | Management | | For | | For | | Y |
| | | | | |
| E.18 | | Powers to carry out all legal formalities | | Management | | For | | For | | Y |
| | | | | |
| A | | Following the income’s decrease and in order to improve the distribution of profits of the company between the employees and the shareholders, the shareholders’ meeting decides to allocate EUR 1.00 per share as dividends and to appropriate the balance of the profits to the retained earnings account. The shareholders’ meeting notes that an interim dividend of EUR 0.60 per share has been paid on September 8, 2011 and that accordingly the dividend’s balance to be allocated stands at EUR 0.40 per share | | Shareholder | | Against | | For | | Y |
| | | | | |
| CMMT | | PLEASE NOTE THAT THE ‘FRANCE TELECOM ACTIONS’ MUTUAL FUND’S SUPERVISORY BOARD HAS ASKED TO PLACE RESOLUTION ‘A’ ON THE AGENDA IN ORDER TO AMEND THE THIRD RESOLUTION. THIS NEW RESOLUTION APPEARS AS RESOLUTION ‘A’ BELOW. PLEASE NOTE THAT THE AMOUNT OF THE DIVIDEND WHICH IS PROPOSED IN THE THIRD RESOLUTION AND THE RESOLUTION A ARE DIFFERENT (1.40 EURO PER SHARE FOR THE THIRD RESOLUTION, 1.00 EURO PER SHARE FOR THE RESOLUTION A). THE SHAREHOLDER WILL HAVE TO CHOOSE TO VOTE FOR EITHER OF THESE TWO RESOLUTIONS. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
| 1 | | Opening of the Meeting | | Non-Voting | | | | | | |
| | | | | |
| 2 | | Election of Chairman of the Meeting: Carl Bennet | | Non-Voting | | | | | | |
| | | | | |
| 3 | | Preparation and approval of the voting list | | Non-Voting | | | | | | |
| | | | | |
| 4 | | Approval of the agenda | | Non-Voting | | | | | | |
| | | | | |
| 5 | | Election of two persons to approve the minutes | | Non-Voting | | | | | | |
| | | | | |
| 6 | | Determination of compliance with the rules of convocation | | Non-Voting | | | | | | |
| | | | | |
| 7 | | Presentation of (a) the Annual Report and the Auditor’s Report (b) the Consolidated Accounts and the Group Auditor’s Report (c) the statement by the auditor on the compliance of the Guidelines for Remuneration to Senior-Executives applicable since the last AGM (d) the Board’s proposal for distribution of the company’s profit and the Board’s reasoned statement-thereon | | Non-Voting | | | | | | |
| | | | | |
| 8 | | Report on the work of the Board of Directors, including the work and functions of the Remuneration Committee and the Audit Committee | | Non-Voting | | | | | | |
| | | | | |
| 9 | | The CEO’s report | | Non-Voting | | | | | | |
| | | | | |
| 10 | | Resolution regarding adoption of the Income Statement and the Balance Sheet as well as the Consolidated Income Statement and the Consolidated Balance Sheet | | Management | | For | | For | | Y |
| | | | | |
| 11 | | Resolution regarding dispositions in respect of the Company’s profit according to the adopted Balance Sheet and determination of record date for dividend | | Management | | For | | For | | Y |
| | | | | |
| 12 | | Resolution regarding discharge from liability for the Board of Directors and the CEO | | Management | | For | | For | | Y |
| | | | | |
| 13 | | Establishment of the number of Board members and auditors | | Management | | For | | For | | Y |
| | | | | |
| 14 | | Establishment of fees to the Board of Directors (including fees for work in Committees) and auditors | | Management | | For | | For | | Y |
| | | | | |
| 15 | | Election of the Board of Directors and auditors: Carl Bennet, Johan Bygge, Cecilia Daun Wennborg, Carola Lemne, Johan Malmquist and Johan Stern. Mats Wahlstrom and Registered public accounting firm Ohrlings PricewaterhouseCoopers AB, with authorised public accountant Magnus Willfors as principal auditor and authorised public accountant Johan Rippe as co-auditor shall be re-elected auditor for a term of four years. Auditor fees shall be paid in accordance with approved account | | Management | | For | | For | | Y |
| | | | | |
| 16 | | Resolution regarding Guidelines for Remuneration to Senior Executives | | Management | | For | | For | | Y |
| | | | | |
| 17 | | Closing of the Meeting | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR RESOLUTIONS 3 AND 4 AND ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR RESOLUTIONS 1.1 TO 1.14 AND 2. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| 1.1 | | Election of Director: Claude Boivin | | Management | | For | | For | | Y |
| | | | | |
| 1.2 | | Election of Director: Bernard Bourigeaud | | Management | | For | | For | | Y |
| | | | | |
| 1.3 | | Election of Director: Jean Brassard | | Management | | For | | For | | Y |
| | | | | |
| 1.4 | | Election of Director: Robert Chevrier | | Management | | For | | For | | Y |
| | | | | |
| 1.5 | | Election of Director: Dominic D’Alessandro | | Management | | For | | For | | Y |
| | | | | |
| 1.6 | | Election of Director: Thomas P. d’Aquino | | Management | | For | | For | | Y |
| | | | | |
| 1.7 | | Election of Director: Paule Dore | | Management | | For | | For | | Y |
| | | | | |
| 1.8 | | Election of Director: Richard B. Evans | | Management | | For | | For | | Y |
| | | | | |
| 1.9 | | Election of Director: Serge Godin | | Management | | For | | For | | Y |
| | | | | |
| 1.10 | | Election of Director: Andre Imbeau | | Management | | For | | For | | Y |
| | | | | |
| 1.11 | | Election of Director: Gilles Labbe | | Management | | For | | For | | Y |
| | | | | |
| 1.12 | | Election of Director: Eileen A. Mercier | | Management | | For | | For | | Y |
| | | | | |
| 1.13 | | Election of Director: Donna S. Morea | | Management | | For | | For | | Y |
| | | | | |
| 1.14 | | Election of Director: Michael E. Roach | | Management | | For | | For | | Y |
| | | | | |
| 2 | | Appointment of Ernst & Young LLP as Auditors and authorization to the Audit and Risk Management Committee to fix their remuneration | | Management | | For | | For | | Y |
| | | | | |
| 3 | | Amendment of the Articles of the Company | | Management | | For | | For | | Y |
| | | | | |
| 4 | | Amendment of the By Laws of the Company | | Management | | For | | For | | Y |
| | | | | | | | | | |
| | | | | |
| 7.a | | Elect Simone Bagel-Trah to the supervisory board | | Non-Voting | | | | | | N |
| | | | | |
| 7.b | | Elect Kaspar Von Braun to the supervisory board | | Non-Voting | | | | | | N |
| | | | | |
| 7.c | | Elect Boris Canessa to the supervisory board | | Non-Voting | | | | | | N |
| | | | | |
| 7.d | | Elect Ferdinand Groos to the supervisory board | | Non-Voting | | | | | | N |
| | | | | |
| 7.e | | Elect Beatrice Guillaume-Grabisch to the supervisory board | | Non-Voting | | | | | | N |
| | | | | |
| 7.f | | Elect Michael Kaschke to the supervisory board | | Non-Voting | | | | | | N |
| | | | | |
| 7.g | | Elect Thierry Paternot to the supervisory board | | Non-Voting | | | | | | N |
| | | | | |
| 7.h | | Elect Theo Siegert to the supervisory board | | Non-Voting | | | | | | N |
| | | | | |
| 8.a | | Elect Paul Achleitner to the personally liable partners committee (shareholders committee) | | Non-Voting | | | | | | N |
| | | | | |
| 8.b | | Elect Simone Bagel-Trah to the personally liable partners committee (shareholders committee) | | Non-Voting | | | | | | N |
| | | | | |
| 8.c | | Elect Johann-Christoph Frey to the personally liable partners committee (shareholders committee) | | Non-Voting | | | | | | N |
| | | | | |
| 8.d | | Elect Stefan Hamelmann to the personally liable partners committee (shareholders committee) | | Non-Voting | | | | | | N |
| | | | | |
| 8.e | | Elect Christoph Henkel to the personally liable partners committee (shareholders committee) | | Non-Voting | | | | | | N |
| | | | | |
| 8.f | | Elect Ulrich Lehner to the personally liable partners committee (shareholders committee) | | Non-Voting | | | | | | N |
| | | | | |
| 8.g | | Elect Norbert Reithofer to the personally liable partners committee (shareholders committee) | | Non-Voting | | | | | | N |
| | | | | |
| 8.h | | Elect Konstantin Von Unger to the personally liable partners committee (shareholders committee) | | Non-Voting | | | | | | N |
| | | | | |
| 8.i | | Elect Karel Vuursteen to the personally liable partners committee (shareholders committee) | | Non-Voting | | | | | | N |
| | | | | |
| 8.j | | Elect Werner Wenning to the personally liable partners committee (shareholders committee) | | Non-Voting | | | | | | N |
| | | | | |
| 9. | | Approve affiliation agreements with Elch GmbH | | Non-Voting | | | | | | N |
| | | | | |
| 10. | | Amend articles re remuneration of supervisory board and shareholders committee | | Non-Voting | | | | | | N |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| | For German registered shares, the shares have to be registered within the company’s shareholder book. Depending on the processing of the local sub custodian if a client wishes to withdraw its voting instruction due to intentions to trade/lend their stock, a Take No Action vote must be received by the vote deadline as displayed on ProxyEdge to facilitate de-registration of shares from thecompany’s shareholder book. Any Take No Action votes received after the vote-deadline will only be forwarded and processed on a best effort basis. Please contact your client services representative if you require further information. Thank you. | | Non-Voting | | | | | | |
| | | | | |
| | COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 22.02.2012. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. | | Non-Voting | | | | | | |
| | | | | |
| 1. | | Submission of the approved Separate Financial Statements of Infineon Technologies AG and the approved Consolidated Financial statements, each as of September 30, 2011, of the Management Report for Infineon Technologies AG and the Infineon Group, including the explanatory report on the disclosures pursuant to section 289, paragraph 4, and section 315, paragraph 4, of the German Commercial Code (Handelsgesetzbuch - HGB), and of the report of the Supervisory Board for the 2010/2011 fiscal year | | Non-Voting | | | | | | |
| | | | | |
| 2. | | Resolution on the appropriation of the distributable profit of EUR 378,244,500 as follows: Payment of a dividend of EUR 0.12 per no-par share EUR 248,674,999.80 shall be carried forward Ex-dividend and payable date: March 9, 2012 | | Management | | For | | For | | Y |
| | | | | |
| 3. | | Approval of the acts of the members of the Management Board | | Management | | For | | For | | Y |
| | | | | |
| 4. | | Approval of the acts of the members of the Supervisory Board | | Management | | For | | For | | Y |
| | | | | |
| 5. | | Appointment of the auditor KPMG AG, Berlin for the 2011/2012 fiscal year and the auditor for the auditors’ review of interim financial reports in relation to this period | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1 | | To re-elect Samuel Ellis Abrahams as a Director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 2 | | To re-elect George Francis Onslow Alford as a Director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 3 | | To re-elect Glynn Robert Burger as a Director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 4 | | To re-elect Cheryl Ann Carolus as a Director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 5 | | To re-elect Peregrine Kenneth Oughton Crosthwaite as a Director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 6 | | To re-elect Bradley Fried as a Director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 7 | | To re-elect Haruko Fukuda, OBE as a Director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 8 | | To re-elect Hugh Sidney Herman as a Director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 9 | | To re-elect Bernard Kantor as a Director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 10 | | To re-elect Ian Robert Kantor as a Director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 11 | | To re-elect Stephen Koseff as a Director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 12 | | To re-elect Mangalani Peter Malungani as a Director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 13 | | To re-elect Sir David Prosser as a Director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 14 | | To re-elect Peter Richard Suter Thomas as a Director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 15 | | To re-elect Fani Titi as a Director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 16 | | To re-elect Hendrik Jacobus du Toit, whose appointment as a director terminates at the end of the Annual General Meetings of Investec PLC and Investec Limited convened for 04 August 2011, as a director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 17 | | To re-elect Olivia Catherine Dickson, whose appointment as a director terminates at the end of the Annual General Meetings of Investec PLC and Investec Limited convened for 04 August 2011, as a director of Investec PLC and Investec Limited in accordance with the provisions of the Articles of Association of Investec PLC and the Memorandum of incorporation of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 18 | | To approve the Dual Listed Companies (DLC) Remuneration Report for the year ended 31 March 2011 | | Management | | For | | For | | Y |
| | | | | |
| 19 | | To approve the Dual Listed Companies (DLC) Audit Committee Report for the year ended 31 March 2011 | | Management | | For | | For | | Y |
| | | | | |
| 20 | | Directors’ authority to take action in respect of the resolutions | | Management | | For | | For | | Y |
| | | | | |
| 21 | | To receive and adopt the audited financial statements of Investec Limited for the year ended 31 March 2011, together with the reports of the directors of Investec Limited and of the auditors of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 22 | | To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the 6 (six) month period ended 30 September 2010 | | Management | | For | | For | | Y |
| | | | | |
| 23 | | To sanction the interim dividend paid by Investec Limited on the dividend access (South African Resident) redeemable preference share (“SA DAS share”) for the 6 (six) month period ended 30 September 2010 | | Management | | For | | For | | Y |
| | | | | |
| 24 | | Subject to the passing of resolution no. 37 to declare a final dividend on the ordinary shares and the dividend access (South African Resident) redeemable preference share (“SA DAS share”) in Investec Limited for the year ended 31 March 2011 of an amount equal to that recommended by the directors of Investec Limited | | Management | | For | | For | | Y |
| | | | | |
| 25 | | To re-appoint Ernst & Young Inc. of Ernst & Young House, Wanderers Office Park, 52 Corlett Drive, Illovo, 2196 South Africa (Private Bag X14, Northlands, 2116 South Africa) as joint Auditors and Farouk Mohideen, as the registered auditor responsible for the audit of Investec Limited to hold office until the conclusion of the Annual General Meeting of Investec Limited to be held in 2012 and to authorise the directors of Investec Limited to fix their remuneration | | Management | | For | | For | | Y |
| | | | | |
| 26 | | To re-appoint KPMG Inc. of 85 Empire Road, Parktown, 2193 South Africa (Private Bag 9, Parkview, 2122 South Africa) as joint auditors and Gavin Leslie de Lange, as the registered auditor responsible for the audit, of Investec Limited to hold office until the conclusion of the Annual General Meeting of Investec Limited to be held in 2012 and to authorise the directors of Investec Limited to fix their remuneration | | Management | | For | | For | | Y |
| | | | | |
| 27 | | Placing 5% of the unissued ordinary shares under the control of the directors | | Management | | For | | For | | Y |
| | | | | |
| 28 | | Placing 5% of the unissued class “A” variable rate compulsorily convertible non-cumulative preference shares under the control of the directors | | Management | | For | | For | | Y |
| | | | | |
| 29 | | Placing the remaining unissued shares, being the variable rate cumulative redeemable preference shares, the non-redeemable, non-cumulative, non-participating preference shares and the special convertible redeemable preference shares under the control of the directors | | Management | | For | | For | | Y |
| | | | | |
| 30 | | Directors’ authority to allot and issue ordinary shares for cash in respect of 5% of the unissued ordinary shares | | Management | | For | | For | | Y |
| | | | | |
| 31 | | Directors’ authority to allot and issue class “A” variable rate compulsorily convertible non-cumulative preference shares for cash in respect of 5% of the unissued class “A” variable rate compulsorily non-cumulative preference shares | | Management | | For | | For | | Y |
| | | | | |
| 32 | | Directors’ authority to acquire ordinary shares and perpetual preference shares | | Management | | For | | For | | Y |
| | | | | |
| 33 | | Financial Assistance | | Management | | For | | For | | Y |
| | | | | |
| 34 | | Directors’ remuneration | | Management | | For | | For | | Y |
| | | | | |
| 35 | | To receive and adopt the audited financial statements of Investec plc for the year ended 31 March 2011, together with the reports of the directors of Investec PLC and of the auditors of Investec PLC | | Management | | For | | For | | Y |
| | | | | |
| 36 | | To sanction the Interim dividend paid by Investec plc on the ordinary shares in Investec plc for the 6 (six) month period ended 30 September 2010 | | Management | | For | | For | | Y |
| | | | | |
| 37 | | Subject to the passing of resolution no. 24 to declare a final dividend on the ordinary shares in Investec PLC for the year ended 31 March 2011 of an amount equal to that recommended by the directors of Investec PLC | | Management | | For | | For | | Y |
| | | | | |
| 38 | | To re-appoint Ernst & Young LLP of 1 More London Place, London, SE1 2AF, as auditors of Investec PLC to hold office until the conclusion of the Annual General Meeting of Investec PLC to be held in 2012 and to authorise the directors of Investec PLC to fix their remuneration | | Management | | For | | For | | Y |
| | | | | |
| 39 | | Directors’ authority to allot shares and other securities | | Management | | For | | For | | Y |
| | | | | |
| 40 | | Directors’ authority to allot ordinary shares for cash | | Management | | For | | For | | Y |
| | | | | |
| 41 | | Directors’ authority to purchase ordinary shares | | Management | | For | | For | | Y |
| | | | | |
| 42 | | Directors’ authority to purchase preference shares | | Management | | For | | For | | Y |
| | | | | |
| 43 | | Political donations | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1 | | To receive and adopt the Audited Financial Statements for the year ended 31st December 2011 together with the reports of the Directors and the Auditors thereon | | Management | | For | | For | | Y |
| | | | | |
| 2 | | To approve the payment of a final one-tier tax exempt dividend of USD 1.05 per share for the year ended 31st December 2011 as recommended by the Directors | | Management | | For | | For | | Y |
| | | | | |
| 3 | | To approve payment of additional Directors’ fees of SGD 12,000 for the year ended 31st December 2011 and Directors’ fees of up to SGD 934,000 for the year ending 31st December 2012. (2011: SGD 632,000) | | Management | | For | | For | | Y |
| | | | | |
| 4.a | | To re-elect Mr. Cheah Kim Teck as a Director retiring pursuant to Article 94 of the Articles of Association of the Company | | Management | | For | | For | | Y |
| | | | | |
| 4.b | | To re-elect Mr. Mark Greenberg as a Director retiring pursuant to Article 94 of the Articles of Association of the Company | | Management | | For | | For | | Y |
| | | | | |
| 4.c | | To re-elect Mr. Chiew Sin Cheok as a Director retiring pursuant to Article 94 of the Articles of Association of the Company | | Management | | For | | For | | Y |
| | | | | |
| 4.d | | To re-elect Mr. Benjamin Keswick as a Director retiring pursuant to Article 94 of the Articles of Association of the Company | | Management | | For | | For | | Y |
| | | | | |
| 5.a | | To re-elect Mrs. Lim Hwee Hua as a Director retiring pursuant to Article 99 of the Articles of Association of the Company | | Management | | For | | For | | Y |
| | | | | |
| 5.b | | To re-elect Mr. Alexander Newbigging as a Director retiring pursuant to Article 99 of the Articles of Association of the Company | | Management | | For | | For | | Y |
| | | | | |
| 6 | | To authorise Mr. Boon Yoon Chiang to continue to act as a Director of the Company from the date of this Annual General Meeting until the next Annual General Meeting, pursuant to Section 153(6) of the Companies Act, Cap. 50 | | Management | | For | | For | | Y |
| | | | | |
| 7 | | To re-appoint PricewaterhouseCoopers LLP as Auditors and to authorise the Directors to fix their remuneration | | Management | | For | | For | | Y |
| | | | | |
| 8 | | To transact any other routine business which may arise | | Management | | Abstain | | For | | Y |
| | | | | |
| 9.A | | Renewal of the Share Issue Mandate | | Management | | For | | For | | Y |
| | | | | |
| 9.B | | Renewal of the Share Purchase Mandate | | Management | | For | | For | | Y |
| | | | | |
| 9.C | | Renewal of the General Mandate for Interested Person Transactions | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
| A.1 | | Review of the combined annual report of the Board of Directors of KBC Group-NV on the company and consolidated annual accounts for the financial year ending on 31 December 2011 | | Non-Voting | | | | | | |
| | | | | |
| A.2 | | Review of the auditor’s reports on the company and the consolidated annual accounts of KBC Group NV for the financial year ending on 31 December 2011 | | Non-Voting | | | | | | |
| | | | | |
| A.3 | | Review of the consolidated annual accounts of KBC Group NV for the financial year ending on 31 December 2011 | | Non-Voting | | | | | | |
| | | | | |
| A.4 | | Motion to approve the company annual accounts of KBC Group NV for the financial year ending on 31 December 2011 | | Management | | For | | For | | Y |
| | | | | |
| A.5 | | Motion to approve the appropriation of the profit of KBC Group NV for the financial year ending on 31 December 2011; motion to pay a gross dividend of 0.01 EUR per share, with the exception of 13 360 577 repurchased KBC Group NV shares, for which the meeting destroys the dividend coupons in accordance with Article 622 of the Companies Code | | Management | | For | | For | | Y |
| | | | | |
| A.6 | | Motion to authorise the Board of Directors of the company, with the possibility of further delegation, to dispose of the company’s own shares off the exchange for a consideration, in the broadest sense of the term, whereby the consideration may not be lower than the prevailing price on the market at the time of the sale, less 10 per cent, on the understanding that the above-mentioned minimum consideration may be deviated from if the disposal takes place as a result of the exercise of options allotted by a KBC group company to employees of a KBC group company. The meeting decides to authorise also the Boards of Directors of the direct subsidiaries, with the possibility of further delegation, to dispose of the company’s shares off the exchange for a consideration, in the broadest sense of the word, and this at the same CONTD | | Management | | For | | For | | Y |
| | | | | |
| CONT | | CONTD terms. Motion that the above authority be granted by way of replacement for the authorisation to dispose of the company’s own shares granted by the General Meeting of 26 April 2001, which will be rescinded, though without prejudice to the general powers of the Board of Directors of the company and of those of its direct subsidiaries to dispose of the company’s own shares at any time, pursuant to Article 11 of the Articles of Association | | Non-Voting | | | | | | |
| | | | | |
| A.7 | | Motion to approve the remuneration report of KBC Group NV for the financial year ending on 31 December 2011, as included in the combined annual report of the KBC Group NV Board of Directors mentioned under point 1 of this agenda | | Management | | For | | For | | Y |
| | | | | |
| A.8 | | Motion to set the attendance fee for Board meetings at 5,000 EUR per meeting from 1 January 2012 | | Management | | For | | For | | Y |
| | | | | |
| A.9 | | Subject to approval by the EGM on 3 May 2012 of the proposed amendment to Article 19 of the Articles of Association, motion to set the fixed remuneration granted to members of the Board of Directors at 20,000 EUR per year as from 1 January 2012 | | Management | | For | | For | | Y |
| | | | | |
| A.10 | | Motion to grant discharge to the directors of KBC Group NV for the performance of their mandate during the 2011 financial year | | Management | | For | | For | | Y |
| | | | | |
| A.11 | | Motion to grant discharge to the auditor of KBC Group NV for the performance of his mandate during the 2011 financial year | | Management | | For | | For | | Y |
| | | | | |
| A.12a | | Motion to confirm the appointment of Mr Tom Dechaene (co-opted by the Board on 22 September 2011) as director for a period of four years, i.e. until after the 2016 AGM | | Management | | For | | For | | Y |
| | | | | |
| A.12b | | Motion to re-appoint Mr Lode Morlion as a director for a period of four years, i.e. until after the 2016 AGM | | Management | | For | | For | | Y |
| | | | | |
| A.12c | | Motion to re-appoint Mr Theodoros Roussis as director for a period of four years, i.e. until after the 2016 AGM | | Management | | For | | For | | Y |
| | | | | |
| A.12d | | Motion to re-appoint Mrs Ghislaine Van Kerckhove as director for a period of four years, i.e. until after the 2016 AGM | | Management | | For | | For | | Y |
| | | | | |
| A.12e | | Motion to re-appoint Mr Jo Cornu as independent director within the meaning of and in line with the criteria set out in Article 526ter of the Companies Code for a period of four years, i.e. until after the 2016 AGM | | Management | | For | | For | | Y |
| | | | | |
| A.12f | | Motion to appoint Mr Johan Thijs as director for a period of four years, i.e. until after the 2016 AGM, to replace Mr Jan Vanhevel, who resigns as from the end of this year’s AGM | | Management | | For | | For | | Y |
| | | | | |
| A.12g | | Motion to appoint Mrs Vladimira Papirnik as independent director within the meaning of and in line with the criteria set out in Article 526ter of the Companies Code for a term of four years, i.e. until the close of the 2016 AGM, to replace Mr Philippe Naert whose term of office ends when the present AGM has ended | | Management | | For | | For | | Y |
| | | | | |
| A.12h | | Recognition of the resignation of Mr Paul Borghgraef as director, as from the-end of this year’s AGM | | Non-Voting | | | | | | |
| | | | | |
| A.12i | | Recognition of the resignation of Mr Hendrik Soete as director, as from the end of this year’s AGM | | Non-Voting | | | | | | |
| | | | | |
| A.12j | | Recognition of the resignation of Mr Charles Van Wymeersch as director, as from the end of this year’s AGM | | Non-Voting | | | | | | |
| | | | | |
| A.13 | | Other business | | Non-Voting | | | | | | |
| | | | | |
| E.1 | | Motion to renew the authorisation contained in Article 11, paragraph 2 of the Articles of Association, and to formulate it as follows: “The Board of Directors of the company, as well as the Boards of Directors of the companies in which the company alone or pursuant to a shareholders’ agreement directly holds, exercises or controls the majority of the voting rights, or in which the company has the right to directly appoint the majority of the directors or business managers, are authorised, without a resolution of the General Meeting of the company being required, to acquire or dispose of the company’s own shares or profit sharing certificates whether or not convertible into shares whenever the acquisition or disposal thereof is necessary to prevent the company suffering imminent serious disadvantage. The above mentioned CONTD | | Management | | For | | For | | Y |
| | | | | |
| CONT | | CONTD Boards of Directors may proceed to such acquisition or disposal during the three years following the publication of the amendment to the Articles of Association decided upon by the EGM of 3 May 2012” | | Non-Voting | | | | | | |
| | | | | |
| E.2 | | Motion to replace the first paragraph of Article 19 of the Articles of Association with the following text: “The General Meeting may grant the directors a fixed remuneration and attendance fees, chargeable to overhead expenses” | | Management | | For | | For | | Y |
| | | | | |
| E.3 | | Under the suspensive condition that the proposal set out in the aforementioned agenda item is approved by the EGM, motion to delete point 2 d) of Article 37 of the Articles of Association, which concerns the allocation of a part of the net profit to the directors | | Management | | For | | For | | Y |
| | | | | |
| E.4 | | Motion to add a new article, Article 42, to the Articles of Association containing the following transitional provision: “Until the publication of the decision by the EGM of 3 May 2012 to renew the authorisation contained in Article 11, paragraph 2 of the Articles of Association, the Board of Directors of the company, as well as the Boards of Directors of the companies in which the company, alone or pursuant to a shareholders’ agreement, directly holds, exercises or controls the majority of the voting rights, or in which the company has the right to directly appoint the majority of the directors or business managers, remain authorised, without a resolution of the General Meeting of the company being required, to purchase or sell the company’s own shares or profit sharing certificates whether or not convertible into shares CONTD | | Management | | For | | For | | Y |
| | | | | |
| CONT | | CONTD whenever the acquisition or disposal thereof is necessary to prevent the company suffering serious imminent disadvantage. This Article 42, given its transitional nature, may be deleted in the next co-ordinated version of the Articles of Association drawn up after publication of the amendment to the Articles of Association decided on by the EGM of 3 May 2012” | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1 | | Opening | | Non-Voting | | | | | | |
| | | | | |
| 2 | | Discussion of the Annual Report of the Board of Management relating to the Companys affairs and management activities in the financial year 2011 | | Non-Voting | | | | | | |
| | | | | |
| 3.a | | Discussion and adoption of the Financial Statements for the financial year 2011 | | Management | | For | | For | | Y |
| | | | | |
| 3.b | | Discussion of the report of the Supervisory Board | | Non-Voting | | | | | | |
| | | | | |
| 4.a | | Appropriation of the profit for 2011 | | Non-Voting | | | | | | |
| | | | | |
| 4.b | | Dividend proposal | | Management | | For | | For | | Y |
| | | | | |
| 5 | | Discharge of the members of the Board of Management in respect of the management activities of the Board of Management over the past financial year | | Management | | For | | For | | Y |
| | | | | |
| 6 | | Discharge of the members of the Supervisory Board for the supervision of the management activities of the Board of Management over the past financial year | | Management | | For | | For | | Y |
| | | | | |
| 7.i | | Re-appointment by the AGM of one member of the Supervisory Board: Announcement of the vacancy in the Supervisory Board and of the right of recommendation of the AGM | | Non-Voting | | | | | | |
| | | | | |
| 7.ii | | Re-appointment by the AGM of one member of the Supervisory Board: Decision regarding the omittance of recommendations to nominate a member of the Supervisory Board by the AGM | | Management | | For | | For | | Y |
| | | | | |
| 7.iii | | Re-appointment by the AGM of one member of the Supervisory Board: If no recommendations as mentioned in sub (ii) are made, the decision by the AGM, to follow the nomination of the Supervisory Board and re-appoint Mr. M.P. Kramer as member of the Supervisory Board | | Management | | For | | For | | Y |
| | | | | |
| 8 | | Announcement to the AGM concerning the intention of the Supervisory Board to appoint Mr. F.A. Verhoeven as member of the Board of Management with effect of 10 May 2012 | | Non-Voting | | | | | | |
| | | | | |
| 9 | | Evaluation and re-appointment of the external auditor: KPMG Accountants N.V. (“KPMG”) | | Management | | For | | For | | Y |
| | | | | |
| 10 | | Adoption of the remuneration of the Supervisory Board | | Management | | For | | For | | Y |
| | | | | |
| 11 | | Authorization to the Board of Management to have the Company acquire shares in the capital of the Company | | Management | | For | | For | | Y |
| | | | | |
| 12 | | Any other business | | Non-Voting | | | | | | |
| | | | | |
| 13 | | Close | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1 | | That the audited report and accounts of the Company for the year ended 31 December 2011 together with the Directors’ report and the Auditor’s report on those accounts be received and adopted | | Management | | For | | For | | Y |
| | | | | |
| 2 | | That a final dividend of 4.74p per ordinary share in respect of the year ended 31 December 2011 be declared and be paid on 23 May 2012 to shareholders on the register of members at the close of business on 20 April 2012 | | Management | | For | | For | | Y |
| | | | | |
| 3 | | That Stuart Popham be elected as a director | | Management | | For | | For | | Y |
| | | | | |
| 4 | | That Julia Wilson be elected as a director | | Management | | For | | For | | Y |
| | | | | |
| 5 | | That Tim Breedon be re-elected as a director | | Management | | For | | For | | Y |
| | | | | |
| 6 | | That Mike Fairey be re-elected as a director | | Management | | For | | For | | Y |
| | | | | |
| 7 | | That Dame Clara Furse be re-elected as a director | | Management | | For | | For | | Y |
| | | | | |
| 8 | | That Mark Gregory be re-elected as a director | | Management | | For | | For | | Y |
| | | | | |
| 9 | | That Rudy Markham be re-elected as a director | | Management | | For | | For | | Y |
| | | | | |
| 10 | | That John Pollock be re-elected as a director | | Management | | For | | For | | Y |
| | | | | |
| 11 | | That Nicholas Prettejohn be re-elected as a director | | Management | | For | | For | | Y |
| | | | | |
| 12 | | That Henry Staunton be re-elected as a director | | Management | | For | | For | | Y |
| | | | | |
| 13 | | That John Stewart be re-elected as a director | | Management | | For | | For | | Y |
| | | | | |
| 14 | | That Nigel Wilson be re-elected as a director | | Management | | For | | For | | Y |
| | | | | |
| 15 | | That PricewaterhouseCoopers LLP be re-appointed as Auditor of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid | | Management | | For | | For | | Y |
| | | | | |
| 16 | | That the directors be authorised to determine the Auditor’s remuneration | | Management | | For | | For | | Y |
| | | | | |
| 17 | | That the Directors’ Report on Remuneration for the year ended 31 December 2011 as set out in the Company’s 2011 Annual Report and Accounts be approved | | Management | | For | | For | | Y |
| | | | | |
| 18 | | Renewal Of Directors’ Authority To Allot Shares | | Management | | For | | For | | Y |
| | | | | |
| 19 | | Political Donations | | Management | | For | | For | | Y |
| | | | | |
| 20 | | Disapplication Of Pre-Emption Rights | | Management | | For | | For | | Y |
| | | | | |
| 21 | | Purchase Of Own Shares | | Management | | For | | For | | Y |
| | | | | |
| 22 | | Notice Of General Meetings | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 959078 DUE TO CHANGE IN VOTING STATUS OF RESOLUTION 6. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING-935399, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. | | Non-Voting | | | | | | |
| | | | | |
| 1.1 | | Approval of the annual report, the financial statements of Nestle S.A. and the consolidated financial statements of the Nestle Group for 2011 | | Management | | For | | For | | Y |
| | | | | |
| 1.2 | | Acceptance of the compensation report 2011 (advisory vote) | | Management | | For | | For | | Y |
| | | | | |
| 2 | | Release of the members of the board of directors and of the management | | Management | | For | | For | | Y |
| | | | | |
| 3 | | Appropriation of profits resulting from the balance sheet of Nestle S.A. (proposed dividend) for the financial year 2011 | | Management | | For | | For | | Y |
| | | | | |
| 4.1 | | Re-election to the board of directors of Mr. Daniel Borel | | Management | | For | | For | | Y |
| | | | | |
| 4.2 | | Election to the board of directors of Mr. Henri De Castries | | Management | | For | | For | | Y |
| | | | | |
| 4.3 | | Re-election of the statutory auditors KPMG SA, Geneva Branch | | Management | | For | | For | | Y |
| | | | | |
| 5 | | Capital reduction (by cancellation of shares) | | Management | | For | | For | | Y |
| | | | | |
| 6 | | In the event of a new or modified proposal by a shareholder during the General Meeting, I instruct the independent representative to vote in favour of the proposal of the Board of Directors | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
| 1 | | Opening of the meeting | | Non-Voting | | | | | | |
| | | | | |
| 2 | | Calling the meeting to order | | Non-Voting | | | | | | |
| | | | | |
| 3 | | Election of persons to scrutinize the minutes and to supervise the counting of votes | | Non-Voting | | | | | | |
| | | | | |
| 4 | | Recording the legality of the meeting | | Non-Voting | | | | | | |
| | | | | |
| 5 | | Recording the attendance at the meeting and adoption of the list of votes | | Non-Voting | | | | | | |
| | | | | |
| 6 | | Presentation of the annual accounts, the report of the board of directors and the auditor’s report for the year 2011 | | Non-Voting | | | | | | |
| | | | | |
| 7 | | Adoption of the annual accounts 2011 | | Management | | For | | For | | Y |
| | | | | |
| 8 | | Resolution on the use of the profit shown on the balance sheet and the payment of dividend the board proposes that a dividend of EUR 1.20 per share be paid | | Management | | For | | For | | Y |
| | | | | |
| 9 | | Resolution on the discharge of the members of the board of directors and the CEO from liability | | Management | | For | | For | | Y |
| | | | | |
| 10 | | Resolution on the remuneration of the members of the board of directors | | Management | | For | | For | | Y |
| | | | | |
| 11 | | Resolution on the number of members of the board of directors the nomination and remuneration committee of Nokian Tyres’ board of directors proposes that the board comprises of seven (7) members | | Management | | For | | For | | Y |
| | | | | |
| 12 | | Election of members of the board of directors the nomination and remuneration committee of Nokian Tyres’ board of directors proposes that that the six current members K. Gran, H. Korhonen, H. Penttila, B. Raulin, A. Vlasov and P. Wallden be reelected. One new member, R. Murto, is proposed to be elected as a new member | | Management | | For | | For | | Y |
| | | | | |
| 13 | | Resolution on the remuneration of the auditor | | Management | | For | | For | | Y |
| | | | | |
| 14 | | Election of auditor the board of directors of Nokian Tyres proposes that KPMG Oy Ab, be elected as auditor for the 2012 financial year | | Management | | For | | For | | Y |
| | | | | |
| 15 | | Authorization for a share issue | | Management | | For | | For | | Y |
| | | | | |
| 16 | | Closing of the meeting | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 943705 DUE TO ADDITION OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING-935314, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| A.1 | | Approval of the annual report, the financial statements of Novartis AG and the group consolidated financial statements for the business year 2011 | | Management | | For | | For | | Y |
| | | | | |
| A.2 | | Discharge from liability of the members of the board of directors and the Executive Committee | | Management | | For | | For | | Y |
| | | | | |
| A.3 | | Appropriation of available earnings of Novartis AG and declaration of dividend: Balance brought forward: NIL; Net income of 2011: CHF 5,370,749,043; Partial use of free reserves: CHF 477,787,917; Available earnings at the disposal of the AGM: CHF 5,848,536,960; The Board of Directors proposed appropriation of available earnings as follows: Gross dividend of CHF 2.25 per dividend bearing share of CHF 0.50 nominal value: CHF -5,848,536,960; Balance to be carried forward: NIL | | Management | | For | | For | | Y |
| | | | | |
| A.4 | | Reduction of share capital | | Management | | For | | For | | Y |
| | | | | |
| A.511 | | Re-election of William Brody, M.D., PH.D. | | Management | | For | | For | | Y |
| | | | | |
| A.512 | | Re-election of Srikant Datar, PH.D. | | Management | | For | | For | | Y |
| | | | | |
| A.513 | | Re-election of Andreas Von Planta, PH.D. | | Management | | For | | For | | Y |
| | | | | |
| A.514 | | Re-election of Dr. Ing. Wendelin Wiedeking | | Management | | For | | For | | Y |
| | | | | |
| A.515 | | Re-election of Rolf M. Zinkernagel, M.D. | | Management | | For | | For | | Y |
| | | | | |
| A.5.2 | | New-election of Dimitri Azar, M.D. | | Management | | For | | For | | Y |
| | | | | |
| A.6 | | Appointment of the auditor, PricewaterhouseCoopers AG | | Management | | For | | For | | Y |
| | | | | |
| B. | | If shareholders at the annual general meeting propose additional and/or counter-proposals, I/we instruct the Independent Proxy to vote according to the proposal of the Board of Directors | | Management | | Abstain | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | French Resident Shareowners must complete, sign and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be forwarded to the Global Custodians that have become Registered Intermediaries, on the Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and-forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact your representative | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-https://balo.journal- officiel.gouv.fr/pdf/2012/0321/201203211201024. pdf AND ht-tps://balo.journal- officiel.gouv.fr/pdf/2012/0411/201204111201409. pdf | | Non-Voting | | | | | | |
| | | | | |
| O.1 | | Approval of the corporate financial statements for the financial year 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.2 | | Approval of the consolidated financial statements for the financial year 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.3 | | Allocation of income and distribution of the dividend | | Management | | For | | For | | Y |
| | | | | |
| O.4 | | Renewal of term of Mr. Luca Cordero Di Montezemolo as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.5 | | Renewal of term of Mr. Jean-Pierre Denis as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.6 | | Renewal of term of Mr. Philippe Lagayette as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.7 | | Appointment of Mr. Jochen Zeitz as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.8 | | Authorization to trade Company’s shares | | Management | | For | | For | | Y |
| | | | | |
| E.9 | | Delegation of authority to be granted to the Board of Directors to issue redeemable share subscription and/or purchase warrants (BSAAR) in favor of employees and corporate officers of the Group without shareholders’ preferential subscription rights | | Management | | For | | For | | Y |
| | | | | |
| E.10 | | Authorization to increase share capital without preferential subscription rights, by issuing shares or other securities providing access to capital reserved for employees and former employees participating in a savings plan | | Management | | For | | For | | Y |
| | | | | |
| OE.11 | | Powers to carry out all legal formalities | | Management | | For | | For | | Y |
| | | | | |
| CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK. IF-YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
| 2 | | Approval of the Remuneration report | | Management | | For | | For | | Y |
| | | | | |
| 3 | | To elect Chris Lynch as a director | | Management | | For | | For | | Y |
| | | | | |
| 4 | | To elect John Varley as a director | | Management | | For | | For | | Y |
| | | | | |
| 5 | | To re-elect Tom Albanese as a director | | Management | | For | | For | | Y |
| | | | | |
| 6 | | To re-elect Robert Brown as a director | | Management | | For | | For | | Y |
| | | | | |
| 7 | | To re-elect Vivienne Cox as a director | | Management | | For | | For | | Y |
| | | | | |
| 8 | | To re-elect Jan du Plessis as a director | | Management | | For | | For | | Y |
| | | | | |
| 9 | | To re-elect Guy Elliott as a director | | Management | | For | | For | | Y |
| | | | | |
| 10 | | To re-elect Michael Fitzpatrick as a director | | Management | | For | | For | | Y |
| | | | | |
| 11 | | To re-elect Ann Godbehere as a director | | Management | | For | | For | | Y |
| | | | | |
| 12 | | To re-elect Richard Goodmanson as a director | | Management | | For | | For | | Y |
| | | | | |
| 13 | | To re-elect Lord Kerr as a director | | Management | | For | | For | | Y |
| | | | | |
| 14 | | To re-elect Paul Tellier as a director | | Management | | For | | For | | Y |
| | | | | |
| 15 | | To re-elect Sam Walsh as a director | | Management | | For | | For | | Y |
| | | | | |
| 16 | | Re-appointment and remuneration of auditors of Rio Tinto plc: PricewaterhouseCoopers LLP | | Management | | For | | For | | Y |
| | | | | |
| 17 | | Renewal of off-market and on-market share buyback authorities | | Management | | For | | For | | Y |
| | | | | |
| | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF AUDITORS NAME. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1 | | To receive the Directors’ report and the financial statements for the year ended December 31, 2011 | | Management | | For | | For | | Y |
| | | | | |
| 2 | | To approve the Directors’ remuneration report for the year ended December 31, 2011 | | Management | | For | | For | | Y |
| | | | | |
| 3 | | To elect Lewis Booth as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 4 | | To elect Sir Frank Chapman as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 5 | | To elect Mark Morris as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 6 | | To re-elect Sir Simon Robertson as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 7 | | To re-elect John Rishton as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 8 | | To re-elect Dame Helen Alexander as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 9 | | To re-elect Peter Byrom as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 10 | | To re-elect Iain Conn as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 11 | | To re-elect James Guyette as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 12 | | To re-elect John McAdam as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 13 | | To re-elect John Neill CBE as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 14 | | To re-elect Colin Smith as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 15 | | To re-elect Ian Strachan as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 16 | | To re-elect Mike Terrett as a director of the Company | | Management | | For | | For | | Y |
| | | | | |
| 17 | | To reappoint the auditors: KPMG Audit Plc | | Management | | For | | For | | Y |
| | | | | |
| 18 | | To authorise the directors to determine the auditor’s remuneration | | Management | | For | | For | | Y |
| | | | | |
| 19 | | To authorise payment to shareholders | | Management | | For | | For | | Y |
| | | | | |
| 20 | | To authorise political donations and political expenditure | | Management | | For | | For | | Y |
| | | | | |
| 21 | | To authorise the directors to allot shares (s.551) | | Management | | For | | For | | Y |
| | | | | |
| 22 | | To disapply pre-emption rights (s.561) | | Management | | For | | For | | Y |
| | | | | |
| 23 | | To authorise the Company to purchase its own ordinary shares | | Management | | For | | For | | Y |
| | | | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | | | Fund Vote
(Y/N) |
| 1 | | That the Company’s annual accounts for the financial year ended December 31, 2011, together with the Directors’ report and the Auditors’ report on those accounts, be received | | Management | | For | | For | | | | Y |
| | | | | | |
| 2 | | That the Remuneration Report for the year ended December 31, 2011, set out in the Annual Report and Accounts 2011 and summarised in the Annual Review and Summary Financial Statements 2011, be approved | | Management | | For | | For | | | | Y |
| | | | | | |
| 3 | | That Sir Nigel Sheinwald be appointed as a Director of the Company with effect from July 1, 2012 | | Management | | For | | For | | | | Y |
| | | | | | |
| 4 | | That Josef Ackermann be re-appointed as a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 5 | | That Guy Elliott be re-appointed as a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 6 | | That Simon Henry be re-appointed as a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 7 | | That Charles O. Holliday be re-appointed as a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 8 | | That Gerard Kleisterlee be re-appointed as a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 9 | | That Christine Morin-Postel be re-appointed as a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 10 | | That Jorma Ollila be re-appointed as a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 11 | | That Linda G. Stuntz be re-appointed as a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 12 | | That Jeroen van der Veer be re-appointed as a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 13 | | That Peter Voser be re-appointed as a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 14 | | That Hans Wijers be re-appointed as a Director of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 15 | | That PricewaterhouseCoopers LLP be re-appointed as Auditors of the Company to hold office until the conclusion of the next AGM of the Company | | Management | | For | | For | | | | Y |
| | | | | | |
| 16 | | That the Board be authorised to determine the remuneration of the Auditors for 2012 | | Management | | For | | For | | | | Y |
| | | | | | |
| 17 | | That the Board be generally and unconditionally authorised, in substitution for all subsisting authorities, to allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company, up to an aggregate nominal amount of EUR 147 million, and to list such shares or rights on any stock exchange, such authorities to apply until the earlier of the close of business on August 22, 2013 and the end of the next AGM of the Company (unless previously renewed, revoked or varied by the Company in general meeting) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert securities into shares to be granted after the authority ends and the Board may allot CONTD | | Management | | For | | For | | None | | Y |
| | | | | | |
| CONT | | CONTD shares or grant rights to subscribe for or to convert securities into shares under any such offer or agreement as if the authority had not ended | | Non-Voting | | | | | | | | |
| | | | | | |
| 18 | | That if Resolution 17 is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited as specified | | Management | | For | | For | | | | Y |
| | | | | | |
| 19 | | That the Company be authorised for the purposes of Section 701 of the Companies Act 2006 to make one or more market purchases (as defined in Section 693(4) of the Companies Act 2006) of its ordinary shares of EUR 0.07 each (“Ordinary Shares”), such power to be limited as specified | | Management | | For | | For | | | | Y |
| | | | | | |
| 20 | | That, in accordance with Section 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) be authorised to: (A) make political donations to political organisations 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, during the period beginning with the date of the passing of this resolution and ending at the conclusion of the next AGM of the Company. In this resolution, the terms “political donation”, “political parties”, “political organization” and “political expenditure” have the meanings given to them by Sections 363 to 365 of the Companies Act 2006 | | Management | | For | | For | | | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| | PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 29 MAR 2012, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| | COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 04 APR 2012. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. | | Non-Voting | | | | | | |
| | | | | |
| 1. | | Presentation of the financial statements and annual report for the 2011 financial year with the report of the Supervisory Board, the group financial statements and group annual report and the proposal of the Board of MDs on the appropriation of the distributable profit | | Non-Voting | | | | | | |
| | | | | |
| 2. | | Resolution on the appropriation of the distributable profit of EUR 1,229,786,869.53 as follows: Payment of a dividend of EUR 2 per no par share EUR 892,779.53 shall be carried forward Ex-dividend and payable date: April 20, 2012 | | Management | | For | | For | | Y |
| | | | | |
| 3. | | Ratification of the acts of the Board of MDs | | Management | | For | | For | | Y |
| | | | | |
| 4. | | Ratification of the acts of the Supervisory Board | | Management | | For | | For | | Y |
| | | | | |
| 5. | | Appointment of auditors for the 2012 financial year: PricewaterhouseCoopers AG, Frankfurt | | Management | | For | | For | | Y |
| | | | | |
| 6. | | Appointment of auditors for the review of the financial report for the first half of the 2012 financial year: PricewaterhouseCoopers AG, Essen | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | French Resident Shareowners must complete, sign and forward the Proxy Card-directly to the sub custodian. Please contact your Client Service-Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be forwarded to the Global Custodians that have become-Registered Intermediaries, on the Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact your representative | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK:-https://balo.journal-officiel.gouv.fr/pdf/2012/0312/201203121200823.pdf AND https://balo.journalofficiel.gouv.fr/pdf/2012/0413/201204131201488.pdf | | Non-Voting | | | | | | |
| | | | | |
| O.1 | | Approval of the corporate financial statements for the financial year 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.2 | | Approval of the consolidated financial statements for the financial year 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.3 | | Allocation of income and setting the dividend | | Management | | For | | For | | Y |
| | | | | |
| O.4 | | Appointment of Mr. Laurent Attal as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.5 | | Renewal of term of Mr. Uwe Bicker as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.6 | | Renewal of term of Mr. Jean-Rene Fourtou as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.7 | | Renewal of term of Mrs. Claudie Haignere as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.8 | | Renewal of term of Mrs. Carole Piwnica as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.9 | | Renewal of term of Mr. Klaus Pohle as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.10 | | Appointment of the company Ernst & Young et Autres as principal Statutory Auditor | | Management | | For | | For | | Y |
| | | | | |
| O.11 | | Appointment of the company Auditex as deputy Statutory Auditor | | Management | | For | | For | | Y |
| | | | | |
| O.12 | | Ratification of the change of location of the registered office | | Management | | For | | For | | Y |
| | | | | |
| O.13 | | Authorization to be granted to the Board of Directors to trade Company’s shares | | Management | | For | | For | | Y |
| | | | | |
| E.14 | | Delegation of authority to be granted to the Board of Directors to carry out free allocations of shares existing or to be issued to employees of the staff and corporate officers of the Group or to some of them | | Management | | For | | For | | Y |
| | | | | |
| E.15 | | Powers to carry out all legal formalities | | Management | | For | | For | | Y |
| | | | | |
| CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
| CMMT | | French Resident Shareowners must complete, sign and forward the Proxy Card-directly to the sub custodian. Please contact your Client Service-Representative to obtain the necessary card, account details and directions.-The following applies to Non-Resident Shareowners: Proxy Cards: Voting-instructions will be forwarded to the Global Custodians that have become-Registered Intermediaries, on the Vote Deadline Date. In capacity as-Registered Intermediary, the Global Custodian will sign the Proxy Card and-forward to the local custodian. If you are unsure whether your Global-Custodian acts as Registered Intermediary, please contact your representative | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-http://www.journalofficiel.gouv.fr//pdf/2012/0314/201203141200714.pdf AND https://balo.journal- officiel.gouv.fr/pdf/2012/0416/201204161201505.pdf | | Non-Voting | | | | | | |
| | | | | |
| O.1 | | Approval of the corporate financial statements for the financial year 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.2 | | Approval of the consolidated financial statements for the financial year 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.3 | | Allocation of income for the financial year and setting the dividend | | Management | | For | | For | | Y |
| | | | | |
| O.4 | | Approval of the regulated agreements and commitments concluded in 2012 relating to the defined benefits supplementary pension plan applicable to Executive Board members | | Management | | For | | For | | Y |
| | | | | |
| O.5 | | Approval of the regulated agreements and commitments relating to the status of Mr. Jean-Pascal Tricoire | | Management | | For | | For | | Y |
| | | | | |
| O.6 | | Renewal of term of Mr. Leo Apotheker as Supervisory Board member | | Management | | For | | For | | Y |
| | | | | |
| O.7 | | Ratification of the cooptation and appointment of Mr. Xavier Fontanet as Supervisory Board member | | Management | | For | | For | | Y |
| | | | | |
| O.8 | | Elect M. Antoine Gosset-Grainville as Supervisory Board member | | Management | | For | | For | | Y |
| | | | | |
| O.9 | | Renewal of term of Mr. Willy Kissling as Supervisory Board member | | Management | | For | | For | | Y |
| | | | | |
| O.10 | | Renewal of term of Mr. Henri Lachmann as Supervisory Board member | | Management | | For | | For | | Y |
| | | | | |
| O.11 | | Renewal of term of Mr. Rick Thoman as Supervisory Board member | | Management | | For | | For | | Y |
| | | | | |
| O.12 | | Appointment of Mr. Manfred Brill as Supervisory Board member, representative of employee shareholders pursuant to Article 11-c of the Statutes | | Management | | For | | For | | Y |
| | | | | |
| O.13 | | Renewal of term of Mr. Claude Briquet as Supervisory Board member, representative of employee shareholders pursuant to Article 11-c of the Statutes | | Management | | For | | For | | Y |
| | | | | |
| O.14 | | Appointment of Mrs. Magali Herbaut as Supervisory Board member, representative of employee shareholders pursuant to Article 11-c of the Statutes | | Management | | For | | For | | Y |
| | | | | |
| O.15 | | Appointment of Mr. Thierry Jacquet as Supervisory Board member, representative of employee shareholders pursuant to Article 11-c of the Statutes | | Management | | For | | For | | Y |
| | | | | |
| O.16 | | Authorization granted to the Company to purchase its own shares: maximum purchase price is EUR 75 | | Management | | For | | For | | Y |
| | | | | |
| E.17 | | Capital increase reserved for a class of beneficiaries: for employees of foreign companies of the Group, either directly or through entities acting on their behalf | | Management | | For | | For | | Y |
| | | | | |
| E.18 | | Powers to carry out all legal formalities | | Management | | For | | For | | Y |
| | | | | |
| CMMT | | CAUTION: THIS ISIN IS BEARER AND REGISTERED STOCK. REGISTERED STOCK THE SHAREHOLDERS ARE CONVENED DIRECTLY BY THE COMPANY WHICH MUST RECEIVE THEIR INSTRUCTIONS WITHIN THE TIME LIMIT ALLOWED, ABOVE MENTIONED. RESOLUTIONS NR.12 TO 15: PURSUANT TO ARTICLE 11-C OF THE BYLAWS, ONLY ONE POSITION AS MEMBER OF THE SUPERVISORY BOARD REPRESENTING EMPLOYEE SHAREHOLDERS IS TO BE FILLED. ONLY THE CANDIDATE HAVING OBTAINED THE LARGEST NUMBER OF VOTES OF SHAREHOLDERS PRESENT AND REPRESENTED IS TO BE APPOINTED. THE EXECUTIVE COMMITTEE AT THE RECOMMENDATION OF THE SUPERVISORY BOARD APPROVED RESOLUTION NR.14 AND, IN CONSEQUENCE, ASK YOU TO VOTE IN FAVOUR OF THIS RESOLUTION AND TO ABSTAIN ON RESOLUTIONS NR. 12,-13 AND 15. THE DOCUMENTS IN PREPARATION FOR THE PRESENT MEETING WILL BE AVAILABLE ON THE WEBSITE OF THE COMPANY STARTING FROM APRIL 12, 2012 AT THE FOLLOWING ADDRESS: WWW.SCHNEIDERELECTRIC.COM GROUPE | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT AND CHANGE IN DIRECTOR NAME IN RESOLUTION 8. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. | | Non-Voting | | | | | | |
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| | For German registered shares, the shares have to be registered within the company’s shareholder book. Depending on the processing of the local sub custodian if a client wishes to withdraw its voting instruction due to intentions to trade/lend their stock, a Take No Action vote must be received by the vote deadline as displayed on ProxyEdge to facilitate de- registration of shares from the company’s shareholder book. Any Take No Action votes received after the vote-deadline will only be forwarded and processed on a best effort basis. Please contact your client services representative if you require further information. Thank you. | | Non-Voting | | | | | | |
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| | COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 09.01.2012. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO-THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON-PROXYEDGE. | | Non-Voting | | | | | | |
| | | | | |
| 01. | | To receive and consider the adopted Annual Financial Statements of Siemens AG and the approved Consolidated Financial Statements, together with the Combined Management’s Discussion and Analysis of Siemens AG and the Siemens Group, including the Explanatory Report on the information required pursuant to Section-289 (4) and (5) and Section 315 (4) of the German Commercial Code (HGB) as of September 30, 2011, as well as the Report of the Supervisory Board, the Corporate Governance Report, the Compensation Report and the Compliance Report for fiscal year 2011 | | Non-Voting | | | | | | |
| | | | | |
| 02. | | To resolve on the appropriation of net income of Siemens AG to pay a dividend: The distributable profit of EUR 2,742,610,263 shall be appropriated as follows: Payment of a dividend of EUR 3 per no-par share EUR 114,077,313 shall be carried forward; Ex-dividend and payable date: January 25, 2012 | | Management | | For | | For | | Y |
| | | | | |
| 03. | | To ratify the acts of the members of the Managing Board | | Management | | For | | For | | Y |
| | | | | |
| 04. | | To ratify the acts of the members of the Supervisory Board | | Management | | For | | For | | Y |
| | | | | |
| 05. | | To resolve on the appointment Ernst & Young GmbH Wirtschaftsprufungsgesellschaft, Stuttgart as the independent auditors for the audit of the Annual Financial Statements and the Consolidated Financial Statements and for the review of the Interim Financial Statements | | Management | | For | | For | | Y |
| | | | | |
| 06. | | PLEASE NOTE THAT THIS IS A SHAREHOLDER’S PROPOSAL: Amendment to the Articles of Association of Siemens AG: In order to increase women’s presence on the Supervisory Board, Section 11 shall be amended as follows: Section 11(1) shall be adjusted to ensure that at least 30 pct of the representatives of the shareholders on the Supervisory Board are women as of 2013 and at least 40 pct are women as of 2018. Section 11(3) shall be adjusted to ensure that at least 30 pct of the substitute representatives of the shareholders on the Supervisory Board are women as of 2013 and at least 40 pct. are women as of 2018 | | Shareholder | | Against | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
| 1 | | Opening of the Meeting | | Non-Voting | | | | | | |
| | | | | |
| 2 | | Election of Meeting Chairman: The Nomination Committee proposes that attorney-Sven Unger be elected Chairman of the Meeting | | Non-Voting | | | | | | |
| | | | | |
| 3 | | Preparation and approval of the list of shareholders entitled to vote at the-Meeting | | Non-Voting | | | | | | |
| | | | | |
| 4 | | Approval of agenda | | Non-Voting | | | | | | |
| | | | | |
| 5 | | Election of two persons to check the minutes together with the Chairman | | Non-Voting | | | | | | |
| | | | | |
| 6 | | Determination of whether the Meeting has been duly convened | | Non-Voting | | | | | | |
| | | | | |
| 7 | | Addresses by the Chairman and by the President | | Non-Voting | | | | | | |
| | | | | |
| 8 | | Presentation of the annual report and auditors’ report for 2011 and the-consolidated accounts and the auditors’ report for the consolidated accounts-for 2011 | | Non-Voting | | | | | | |
| | | | | |
| 9 | | Motion to adopt the income statement and balance sheet, and the consolidated income statement and the consolidated balance sheet | | Management | | For | | For | | Y |
| | | | | |
| 10 | | Motion regarding the disposition of the company’s profit as shown in the adopted balance sheet, and determination of the record date for payment of dividend | | Management | | For | | For | | Y |
| | | | | |
| 11 | | Motion to discharge members of the Board and the President from liability for the fiscal year | | Management | | For | | For | | Y |
| | | | | |
| 12 | | Determination of the number of Board members and deputy members to be elected by the Meeting: Nomination Committee’s motion: Nine Board members and no deputies | | Management | | For | | For | | Y |
| | | | | |
| 13 | | Determination of fees for Board members and auditors | | Management | | For | | For | | Y |
| | | | | |
| 14 | | Election of Board members and deputy members and of the Board Chairman: Nomination Committee’s motion: Re-election of Stuart Graham, Johan Karlstrom, Fredrik Lundberg, Sverker Martin-Lof, Adrian Montague, Lars Pettersson, Josephine Rydberg-Dumont, Charlotte Stromberg and Matti Sundberg. Sverker Martin-Lof has declined re-election as Chairman of the Board. The Nomination Committee proposes that the Annual Shareholders’ Meeting elect Stuart Graham as new Board Chairman | | Management | | For | | For | | Y |
| | | | | |
| 15 | | Matters regarding appointment of the members of the Nomination Committee | | Management | | For | | For | | Y |
| | | | | |
| 16 | | Proposal for principles for salary and other remuneration to senior executives | | Management | | For | | For | | Y |
| | | | | |
| 17 | | Motion to authorize the Board to decide on purchases of own shares | | Management | | For | | For | | Y |
| | | | | |
| 18 | | Closing of the Meeting | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 961557 DUE TO ADDITION OF RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | French Resident Shareowners must complete, sign and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be forwarded to the Global Custodians that have become Registered Intermediaries, on the Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact your representative | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2012/- 0420/201204201201667.pdf | | Non-Voting | | | | | | |
| | | | | |
| O.1 | | Approval of the corporate financial statements for the financial year 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.2 | | Allocation of income for the financial year 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.3 | | Approval of the consolidated financial statements for the financial year 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.4 | | Regulated agreements and commitments | | Management | | For | | For | | Y |
| | | | | |
| O.5 | | Renewal of term of Mr. Michel Cicurel as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.6 | | Renewal of term of Mrs. Nathalie Rachou as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.7 | | Appointment of Mr. Yann Delabriere as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.8 | | Appointment of Mr. Thierry Martel as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.9 | | Appointment of the company Ernst & Young et Autres as principal Statutory Auditor | | Management | | For | | For | | Y |
| | | | | |
| O.10 | | Renewal of term of the company Deloitte et Associes as principal Statutory Auditor | | Management | | For | | For | | Y |
| | | | | |
| O.11 | | Appointment of the company Picarle et Associes as deputy Statutory Auditor | | Management | | For | | For | | Y |
| | | | | |
| O.12 | | Appointment of the company BEAS as deputy Statutory Auditor | | Management | | For | | For | | Y |
| | | | | |
| O.13 | | Authorization granted to the Board of Directors to trade Company’s shares within the limit of 5% of capital | | Management | | For | | For | | Y |
| | | | | |
| E.14 | | Delegation of authority to the Board of Directors for a 26 month period to carry out share capital increase while maintaining preferential subscription rights (i) by issuing common shares or any securities providing access to capital of the Company or its subsidiaries for a maximum nominal amount of share issuance of EUR 485 million, or 49.99% of capital with the amounts set in the 15th, 16th, 17th , 19th and 20th resolutions being deducted from this amount, (ii) and/or by incorporation for a maximum nominal amount of EUR 550 million | | Management | | For | | For | | Y |
| | | | | |
| E.15 | | Delegation of authority to the Board of Directors for a 26 month period to carry out share capital increase with cancellation of preferential subscription rights by issuing common shares or any securities providing access to capital of the Company or its subsidiaries for a maximum nominal amount of share issuance of EUR 145 million, or 14.95% of capital with the amount set in the 14th resolution being deducted from this amount, and the amounts set in the 16th and 17th resolutions being deducted from this amount | | Management | | For | | For | | Y |
| | | | | |
| E.16 | | Authorization granted to the Board of Directors for a 26 month period to increase the number of issuable securities in case of surplus demand following a capital increase with or without preferential subscription rights within the limits of 15% of the original issuance and overall limitations established under the 14th and 15th resolutions | | Management | | For | | For | | Y |
| | | | | |
| E.17 | | Delegation of authority to the Board of Directors for a 26 month period to carry out share capital increase within the limits of 10% of capital and overall limitations established under the 14th and 15th resolutions, in consideration for in kind contributions granted to the Company and composed of equity securities or securities providing access to capital, outside of a public exchange offer | | Management | | For | | For | | Y |
| | | | | |
| E.18 | | Delegation of authority to the Board of Directors for a 26 month period to carry out the issuance of securities other than shares, entitling to the allotment of debt securities and shall not giving rise to the Company’s capital increase | | Management | | For | | For | | Y |
| | | | | |
| E.19 | | Delegation granted to the Board of Directors for a 26 month period to carry out a capital increase or sale of shares reserved for members of a Company or Group Savings Plan within the limits of 3% of capital and the overall limitation established under the 14th resolution | | Management | | For | | For | | Y |
| | | | | |
| E.20 | | Authorization granted to the Board of Directors for a 26 month period to carry out free allocations of performance shares existing or to be issued within the limits of 2% of capital and the overall limitation established under the 14th resolution including a maximum of 0.1% for corporate officers | | Management | | For | | For | | Y |
| | | | | |
| E.21 | | Authorization granted to the Board of Directors to replace the financial performance condition of the Plan of November 2, 2010 for free allocation of shares to all employees | | Management | | For | | For | | Y |
| | | | | |
| E.22 | | Authorization granted to the Board of Directors to cancel treasury shares of the Company within the limit of 5% per 24 month period | | Management | | For | | For | | Y |
| | | | | |
| E.23 | | Powers to carry out all legal formalities | | Management | | For | | For | | Y |
| | | | | |
| A | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: (Not approved by the Board of Directors): Changing the governance and management structure of the company into a Supervisory Board and Executive Board | | Shareholder | | Against | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | French Resident Shareowners must complete, sign and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be forwarded to the Global Custodians that have become Registered Intermediaries, on the Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact your representative | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINKS: https://balo.journal- officiel.gouv.fr/pdf/2012- /0321/201203211200999.pdf AND https://balo.journal-officiel.gouv.fr/pdf/2012/0- 406/201204061201329.pdf | | Non-Voting | | | | | | |
| | | | | |
| O.1 | | Approval of the annual corporate financial statements for the financial year ended December 31, 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.2 | | Allocation of income for the financial year ended December 31, 2011, setting the dividend and the date of payment | | Management | | For | | For | | Y |
| | | | | |
| O.3 | | Approval of the consolidated financial statements for the financial year ended on December 31, 2011 | | Management | | For | | For | | Y |
| | | | | |
| O.4 | | Special report of the Statutory Auditors on the regulated Agreements | | Management | | For | | For | | Y |
| | | | | |
| O.5 | | Special report of the Statutory Auditors on commitments regarding the CEO in the event of termination of his duties | | Management | | For | | For | | Y |
| | | | | |
| O.6 | | Authorization granted to the Board of Directors to purchase Company’s shares | | Management | | For | | For | | Y |
| | | | | |
| E.7 | | Amendments to the Statutes (Threshold crossing Participation of shareholders to General Meetings) | | Management | | For | | For | | Y |
| | | | | |
| E.8 | | Delegation of authority to the Board of Directors to increase share capital and issue securities entitling to the allotment of debt securities while maintaining shareholders’ preferential subscription rights | | Management | | For | | For | | Y |
| | | | | |
| E.9 | | Delegation of authority to the Board of Directors to increase capital and issue securities entitling to the allotment of debt securities without shareholders’ preferential subscription rights (with the option to grant priority rights) and through a public offer | | Management | | For | | For | | Y |
| | | | | |
| E.10 | | Delegation of authority to the Board of Directors to increase capital and issue securities entitling to the allotment of debt securities without shareholders’ preferential subscription rights and through private investment | | Management | | For | | For | | Y |
| | | | | |
| E.11 | | Authorization granted to the Board of Directors to carry out an allocation of performance shares to on the one hand, employees of Technip and on the other hand, employees and corporate officers of subsidiaries of the Group | | Management | | For | | For | | Y |
| | | | | |
| E.12 | | Authorization granted to the Board of Directors to carry out an allocation of performance shares to the Chairman of the Board of Directors and/or the CEO, corporate officer of the Company and to key senior officers of the Group | | Management | | For | | For | | Y |
| | | | | |
| E.13 | | Authorization granted to the Board of Directors to carry out an allocation of share purchase or subscription options to on the one hand, employees of Technip and on the other hand, employees and corporate officers of subsidiaries of the Group | | Management | | For | | For | | Y |
| | | | | |
| E.14 | | Authorization granted to the Board of Directors to carry out an allocation of share purchase or subscription options to the Chairman of the Board of Directors and/or the CEO, corporate officer of the Company and to key senior officers of the Group | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED THE SAME AS A “TAKE NO ACTION” VOTE. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0412/LTN20120412685.pdf | | Non-Voting | | | | | | |
| | | | | |
| 1 | | To receive and consider the audited Statement of Accounts and the Reports of the Directors and the Auditors of the Company for the year ended December 31, 2011 | | Management | | For | | For | | Y |
| | | | | |
| 2 | | To declare a final dividend of HK7.75 cents per share for the year ended December 31, 2011 | | Management | | For | | For | | Y |
| | | | | |
| 3.a | | To re-elect Mr. Frank Chi Chung Chan as Group Executive Director | | Management | | For | | For | | Y |
| | | | | |
| 3.b | | To re-elect Mr. Stephan Horst Pudwill as Group Executive Director | | Management | | For | | For | | Y |
| | | | | |
| 3.c | | To re-elect Mr. Vincent Ting Kau Cheung as Independent Non-executive Director | | Management | | For | | For | | Y |
| | | | | |
| 3.d | | To re-elect Mr. Manfred Kulmann as Independent Non-executive Director | | Management | | For | | For | | Y |
| | | | | |
| 3.e | | To authorise the Directors to fix their remuneration for the year ending December 31, 2012 | | Management | | For | | For | | Y |
| | | | | |
| 4 | | To re-appoint Deloitte Touche Tohmatsu as Auditors of the Company and authorise the Directors to fix their remuneration | | Management | | For | | For | | Y |
| | | | | |
| 5 | | To grant a general mandate to the Directors to allot, issue and deal with additional shares not exceeding (i) in the case of an allotment and issue of shares for cash, 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of the resolution and (ii) in the case of an allotment and issue of shares for a consideration other than cash, 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of the resolution (less any shares allotted and issued pursuant to (i) above) | | Management | | For | | For | | Y |
| | | | | |
| 6 | | To grant a general mandate to the Directors to repurchase shares not exceeding 10% of the share capital of the Company in issue at the date of the resolution | | Management | | For | | For | | Y |
| | | | | |
| 7 | | Conditional on the passing of Resolution Nos. 5 and 6, to grant a general mandate to the Directors to add the shares repurchased pursuant to Resolution No. 6 to the amount of issued share capital of the Company which may be allotted pursuant to Resolution No. 5 | | Management | | For | | For | | Y |
| | | | | |
| 8 | | To amend the Articles of Association of the Company | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR RESOLUTION “3” AND ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR RESOLUTION NUMBERS “1.1 TO 1.14 AND 2”. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| 1.1 | | To elect the Director of the Corporation: M.M. Ashar | | Management | | For | | For | | Y |
| | | | | |
| 1.2 | | To elect the Director of the Corporation: J.B. Aune | | Management | | For | | For | | Y |
| | | | | |
| 1.3 | | To elect the Director of the Corporation: J.H. Bennett | | Management | | For | | For | | Y |
| | | | | |
| 1.4 | | To elect the Director of the Corporation: H.J. Bolton | | Management | | For | | For | | Y |
| | | | | |
| 1.5 | | To elect the Director of the Corporation: F.P. Chee | | Management | | For | | For | | Y |
| | | | | |
| 1.6 | | To elect the Director of the Corporation: J.L. Cockwell | | Management | | For | | For | | Y |
| | | | | |
| 1.7 | | To elect the Director of the Corporation: N.B. Keevil | | Management | | For | | For | | Y |
| | | | | |
| 1.8 | | To elect the Director of the Corporation: N.B. Keevil III | | Management | | For | | For | | Y |
| | | | | |
| 1.9 | | To elect the Director of the Corporation: T. Kubota | | Management | | For | | For | | Y |
| | | | | |
| 1.10 | | To elect the Director of the Corporation: T. Kuriyama | | Management | | For | | For | | Y |
| | | | | |
| 1.11 | | To elect the Director of the Corporation: D.R. Lindsay | | Management | | For | | For | | Y |
| | | | | |
| 1.12 | | To elect the Director of the Corporation: J.G. Rennie | | Management | | For | | For | | Y |
| | | | | |
| 1.13 | | To elect the Director of the Corporation: W.S.R. Seyffert | | Management | | For | | For | | Y |
| | | | | |
| 1.14 | | To elect the Director of the Corporation: C.M. Thompson | | Management | | For | | For | | Y |
| | | | | |
| 2 | | To appoint PricewaterhouseCoopers LLP as auditors and to authorize the Directors to fix the auditors’ remuneration | | Management | | For | | For | | Y |
| | | | | |
| 3 | | To approve the advisory resolution on the corporation’s approach to executive Compensation | | Management | | For | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIREDIN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| 1 | | Opening of the Annual General Meeting | | Non-Voting | | | | | | |
| | | | | |
| 2 | | Election of lawyer Wilhelm Luning as Chairman of the Annual General Meeting | | Non-Voting | | | | | | |
| | | | | |
| 3 | | Preparation and approval of the voting list | | Non-Voting | | | | | | |
| | | | | |
| 4 | | Approval of the agenda | | Non-Voting | | | | | | |
| | | | | |
| 5 | | Election of one or two persons to check and verify the minutes | | Non-Voting | | | | | | |
| | | | | |
| 6 | | Determination of whether the Annual General Meeting has been duly convened | | Non-Voting | | | | | | |
| | | | | |
| 7 | | Statement by the Chairman of the Board on the work of the Board of Directors | | Non-Voting | | | | | | |
| | | | | |
| 8 | | Presentation by the Chief Executive Officer | | Non-Voting | | | | | | |
| | | | | |
| 9 | | Presentation of Annual Report, Auditors’ Report and the consolidated financial statements and the auditors’ report on the consolidated financial statements | | Non-Voting | | | | | | |
| | | | | |
| 10 | | Resolution on the adoption of the income statement and Balance Sheet and of the consolidated income statement and the consolidated Balance Sheet | | Management | | For | | For | | Y |
| | | | | |
| 11 | | Resolution on the proposed treatment of the Company’s earnings as stated in the adopted Balance Sheet | | Management | | For | | For | | Y |
| | | | | |
| 12 | | Resolution on the discharge of liability of the directors of the Board and the Chief Executive Officer | | Management | | For | | For | | Y |
| | | | | |
| 13 | | Determination of the number of directors of the Board: The Nomination Committee proposes that the Board of Directors shall consist of eight directors and no deputy directors | | Management | | For | | For | | Y |
| | | | | |
| 14 | | Determination of the remuneration to the directors of the Board and the auditor | | Management | | For | | For | | Y |
| | | | | |
| 15 | | Election of the directors of the Board and the Chairman of the Board: The Nomination Committee proposes, for the period until the close of the next Annual General Meeting, the re-election of Lars Berg, Mia Brunell Livfors, Jere Calmes, John Hepburn, Erik Mitteregger, Mike Parton, John Shakeshaft and Cristina Stenbeck as directors of the Board. The Nomination Committee proposes that the Annual General Meeting shall re-elect Mike Parton as Chairman of the Board | | Management | | For | | For | | Y |
| | | | | | | | | | |
| | | | | |
| 16 | | Election of auditor: The Nomination Committee proposes that the Annual General Meeting shall re-elect the registered accounting firm Deloitte AB until the close of the Annual General Meeting 2016 (i.e. the auditor’s term of office shall be four years). Deloitte AB will appoint Thomas Stromberg as auditor-in-charge | | Management | | For | | For | | Y |
| | | | | |
| 17 | | Approval of the procedure of the Nomination Committee | | Management | | For | | For | | Y |
| | | | | |
| 18 | | Resolution regarding guidelines for remuneration to senior executives | | Management | | For | | For | | Y |
| | | | | |
| 19.a | | Resolution regarding incentive programme comprising the following resolution: adoption of an incentive programme | | Management | | For | | For | | Y |
| | | | | |
| 19.b | | Resolution regarding incentive programme comprising the following resolution: authorisation to resolve to issue class C shares | | Management | | For | | For | | Y |
| | | | | |
| 19.c | | Resolution regarding incentive programme comprising the following resolution: authorisation to resolve to repurchase own class C shares | | Management | | For | | For | | Y |
| | | | | |
| 19.d | | Resolution regarding incentive programme comprising the following resolution: transfer of own class B shares | | Management | | For | | For | | Y |
| | | | | |
| 20 | | Resolution to authorise the Board of Directors to resolve on repurchase of own shares | | Management | | For | | For | | Y |
| | | | | |
| 21 | | Resolution regarding reduction of the statutory reserve | | Management | | For | | For | | Y |
| | | | | |
| 22.a | | Shareholder Thorwald Arvidsson’s proposal to resolve on: examination of the Company’s customer policy by a special examiner pursuant to Ch 10 Sec 21 of the Companies Act (2005:551) | | Management | | For | | For | | Y |
| | | | | |
| 22.b | | Shareholder Thorwald Arvidsson’s proposal to resolve on: examination of the Company’s investor relations policy by a special examiner pursuant to Ch 10 Sec 21 of the Companies Act (2005:551) | | Management | | For | | For | | Y |
| | | | | |
| 22.c | | Shareholder Thorwald Arvidsson’s proposal to resolve on: establish a customer ombudsman function | | Management | | For | | For | | Y |
| | | | | |
| 22.d | | Shareholder Thorwald Arvidsson’s proposal to resolve on: annual evaluation of the Company’s “work with gender equality and ethnicity” | | Management | | For | | For | | Y |
| | | | | |
| 22.e | | Shareholder Thorwald Arvidsson’s proposal to resolve on: purchase and distribution of a book to the shareholders | | Management | | For | | For | | Y |
| | | | | |
| 22.f | | Shareholder Thorwald Arvidsson’s proposal to resolve on: instruction to the Board of Directors to found an association for small and mid-size shareholders | | Management | | For | | For | | Y |
| | | | | |
| 22.g | | Shareholder Thorwald Arvidsson’s proposal to resolve on: appendix to this year’s minutes | | Management | | For | | For | | Y |
| | | | | |
| 23 | | Closing of the Annual General Meeting | | Non-Voting | | | | | | |
| | | | | |
| | PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF THE RESOLUTION 15. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE-BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE MEETING. | | Non-Voting | | | | | | |
| | | | | |
| 1 | | Approval of the notice and agenda of the Annual General Meeting | | Management | | No Action | | | | N |
| | | | | |
| 3 | | Approval of the financial statements and report from the Board, including distribution of dividends | | Management | | No Action | | | | N |
| | | | | |
| 4 | | Approval of the remuneration to the company’s auditor | | Management | | No Action | | | | N |
| | | | | |
| 5 | | The Board’s declaration regarding the determination of salary and other remuneration to executive management | | Management | | No Action | | | | N |
| | | | | |
| 6 | | Reduction of share capital by cancelling treasury shares and redemption of shares owned by the Kingdom of Norway and reduction of other equity | | Management | | No Action | | | | N |
| | | | | |
| 7 | | Authorisation to acquire treasury shares | | Management | | No Action | | | | N |
| | | | | |
| 8.1 | | Change to the Article of Association: Section 8: Written voting prior to general meeting | | Management | | No Action | | | | N |
| | | | | |
| 8.2 | | Change to the Article of Association: Section 9: Nomination Committee | | Management | | No Action | | | | N |
| | | | | |
| 9 | | Adoption of instructions for the Nomination Committee | | Management | | No Action | | | | N |
| | | | | |
| 10.i | | Determination of remuneration to the members of: the Corporate Assembly | | Management | | No Action | | | | N |
| | | | | |
| 10.ii | | Determination of remuneration to the members of: the Nomination Committee | | Management | | No Action | | | | N |
| | | | | |
| CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN BLOCKING CONDITIONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 951647 DUE TO ADDITION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | French Resident Shareowners must complete, sign and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative-to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be forwarded to the Global Custodians that have become Registered Intermediaries, on the Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact your representative | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE. | | Non-Voting | | | | | | |
| | | | | |
| CMMT | | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2012/- 0404/201204041201206.pdf | | Non-Voting | | | | | | |
| | | | | |
| O.1 | | Approval of the corporate financial statements of the Company | | Management | | For | | For | | Y |
| | | | | |
| O.2 | | Approval of the consolidated financial statements | | Management | | For | | For | | Y |
| | | | | |
| O.3 | | Allocation of income and setting the dividend | | Management | | For | | For | | Y |
| | | | | |
| O.4 | | Authorization granted to the Board of Directors to trade Company’s shares | | Management | | For | | For | | Y |
| | | | | |
| O.5 | | Renewal of term of Mr. Christophe de Margerie as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.6 | | Renewal of term of Mr. Patrick Artus as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.7 | | Renewal of term of Mr. Bertrand Collomb as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.8 | | Renewal of term of Mrs. Anne Lauvergeon as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.9 | | Renewal of term of Mr. Michel Pebereau as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.10 | | Ratification of the appointment of Mr. Gerard Lamarche as Board member, in substitution of Mr. Thierry de Rudder, who resigned | | Management | | For | | For | | Y |
| | | | | |
| O.11 | | Appointment of Mrs. Anne-Marie Idrac as Board member | | Management | | For | | For | | Y |
| | | | | |
| O.12 | | Commitments pursuant to Article L.225-42-1 of the Commercial Code | | Management | | For | | For | | Y |
| | | | | |
| E.13 | | Delegation of authority granted to the Board of Directors to increase capital while maintaining shareholders’ preferential subscription rights either by issuing common shares and/or any securities providing access to the capital of the Company, or by incorporation of premiums, reserves, profits or otherwise | | Management | | For | | For | | Y |
| | | | | |
| E.14 | | Delegation of authority granted to the Board of Directors to increase capital by issuing common shares or any securities providing access to capital with cancellation of preferential subscription rights | | Management | | For | | For | | Y |
| | | | | |
| E.15 | | Delegation of authority granted to the Board of Directors to increase the number of issuable securities in case of capital increase with cancellation of shareholders’ preferential subscription rights | | Management | | For | | For | | Y |
| | | | | |
| E.16 | | Delegation of powers granted to the Board of Directors to increase capital by issuing common shares or any securities providing access to capital, in consideration for in-kind contributions granted to the Company | | Management | | For | | For | | Y |
| | | | | |
| E.17 | | Delegation of authority granted to the Board of Directors to increase capital under the conditions provided in Articles L.3332-18 et seq. of the Code of Labor | | Management | | For | | For | | Y |
| | | | | |
| E.18 | | Delegation of powers granted to the Board of Directors to carry out capital increases reserved for categories of beneficiaries as part of a transaction reserved for employees with cancellation of preferential subscription rights | | Management | | For | | For | | Y |
| | | | | |
| E.19 | | Authorization granted to the Board of Directors to reduce capital by cancellation of shares | | Management | | For | | For | | Y |
| | | | | |
| A. | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Resolution presented pursuant to Articles L.2323-67 and R/2323-14 of the Code of Labor: Remuneration of executive corporate officers. (Non-approved by the Board of Directors) | | Shareholder | | Against | | For | | Y |
| | | | | |
| B. | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Resolution presented pursuant to Articles L.2323-67 and R/2323-14 of the Code of Labor: Increased dividend for shareholders of registered shares for at least 2 years. (Non-approved by the Board of Directors.) | | Shareholder | | Against | | For | | Y |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1 | | To receive the Company’s accounts and reports of the directors and the auditor for the year ended 31 March 2011 | | Management | | For | | For | | Y |
| | | | | |
| 2 | | To elect Gerard Kleisterlee as a director | | Management | | For | | For | | Y |
| | | | | |
| 3 | | To re-elect John Buchanan as a director | | Management | | For | | For | | Y |
| | | | | |
| 4 | | To re-elect Vittorio Colao as a director | | Management | | For | | For | | Y |
| | | | | |
| 5 | | To re-elect Michel Combes as a director | | Management | | For | | For | | Y |
| | | | | |
| 6 | | To re-elect Andy Halford as a director | | Management | | For | | For | | Y |
| | | | | |
| 7 | | To re-elect Stephen Pusey as a director | | Management | | For | | For | | Y |
| | | | | |
| 8 | | To elect Renee James as a director | | Management | | For | | For | | Y |
| | | | | |
| 9 | | To re-elect Alan Jebson as a director | | Management | | For | | For | | Y |
| | | | | |
| 10 | | To re-elect Samuel Jonah as a director | | Management | | For | | For | | Y |
| | | | | |
| 11 | | To re-elect Nick Land as a director | | Management | | For | | For | | Y |
| | | | | |
| 12 | | To re-elect Anne Lauvergeon as a director | | Management | | For | | For | | Y |
| | | | | |
| 13 | | To re-elect Luc Vandevelde as a director | | Management | | For | | For | | Y |
| | | | | |
| 14 | | To re-elect Anthony Watson as a director | | Management | | For | | For | | Y |
| | | | | |
| 15 | | To re-elect Philip Yea as a director | | Management | | For | | For | | Y |
| | | | | |
| 16 | | To approve a final dividend of 6.05p per ordinary share | | Management | | For | | For | | Y |
| | | | | |
| 17 | | To approve the Remuneration Report of the Board for the year ended 31 March 2011 | | Management | | For | | For | | Y |
| | | | | |
| 18 | | To re-appoint Deloitte LLP as auditor | | Management | | For | | For | | Y |
| | | | | |
| 19 | | To authorise the Audit Committee to determine the remuneration of the auditor | | Management | | For | | For | | Y |
| | | | | |
| 20 | | To authorise the directors to allot shares | | Management | | For | | For | | Y |
| | | | | |
| 21 | | To authorise the directors to dis-apply pre-emption rights | | Management | | For | | For | | Y |
| | | | | |
| 22 | | To authorise the Company to purchase its own shares (section 701. Companies Act 2006) | | Management | | For | | For | | Y |
| | | | | |
| 23 | | To authorise the calling of a general meeting other than an Annual General Meeting on not less than 14 clear days’ notice | | Management | | For | | For | | Y |
| | | | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against
Management | | | | Fund Vote
(Y/N) |
| | PLEASE NOTE THAT VOTING INSTRUCTIONS HAVE TO BE RECEIVED IN WRITTEN FORM FOR VOTING RIGHTS TO BE EXERCISED AT THIS MEETING. IF YOU WISH TO VOTE, PLEASE EMAIL GERMANMARKET.QUERIES@BROADRIDGE. COM TO REQUEST THE NECESSARY FORMS. WHEN RE-QUESTING FORMS, PLEASE STATE YOUR PROXYEDGE INSTITUTION ID TO MAKE SURE YOU RECEIVE THE CORRECT DOCUMENTATION FOR YOUR ACCOUNTS. IF YOU ONLY WANT TO VOTE A SUBSET OF YOUR ACCOUNTS, PLEASE LIST ALL ACCOUNTS TO BE VOTED IN ADDITION TO YOUR PROXYEDGE ID. VOTES INPUT INTO PROXYEDGE WILL BE RECORDED FOR RECORD KEEPING PURPOSES BUT WILL NOT BE PROCESSED. PLEASE NOTE THAT THE ORIGINAL COMPLETED PROXY FORM MUST BE RETURNED TO THE RESPECTIVE SUB CUSTODIAN BY THE DEADLINE AS INDICATED ON THE PROXY FORM. PLEASE NOTE THAT THE VOTE ENTITLEMENT IS DETERMINED BY THE RECORD DATE. PLEASE NOTE THAT BROADRIDGE WILL PROVIDE THE PROXY FORMS VIA EMAIL AS EARLY AS RECORD DATE, 29.03.2012, TO ENABLE YOU TO LIST ONLY THE VOTE ENTITLED SHARE AMOUNT ON THE PROXY FORM. | | Non-Voting | | | | | | | | |
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| | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD | | Non-Voting | | | | | | None | | |
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| | PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. | | | | | | | | | | |
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| | PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 29.03.2012, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU. | | Non-Voting | | | | | | | | |
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| | COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 04.04.2012. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. | | Non-Voting | | | | | | | | |
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| 1. | | Presentation of the adopted annual financial statements, the approved consolidated financial statements, the management report and the Group management report for the year ended December 31, 2011, together with the report of the Supervisory Board on fiscal year 2011 as well as the explanatory report by the Board of Management on the information in accordance with sections 289(4) and 315(-4) of the Han- delsgesetzbuch (HGB - German Commercial Code) and the report in-accordance with section 289(5) of the HGB. | | Non-Voting | | | | | | | | |
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| 2. | | Resolution on the appropriation of the net profit of Volkswagen Aktiengesellschaft | | Management | | For | | For | | | | Y |
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| 3.1 | | Resolution on formal approval of the actions of the members of the Board of Management for fiscal year 2011: Martin Winterkorn | | Management | | For | | For | | | | Y |
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| 3.2 | | Resolution on formal approval of the actions of the members of the Board of Management for fiscal year 2011: Francisco Javier Garcia Sanz | | Management | | For | | For | | | | Y |
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| 3.3 | | Resolution on formal approval of the actions of the members of the Board of Management for fiscal year 2011: Jochem Heizmann | | Management | | For | | For | | | | Y |
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| 3.4 | | Resolution on formal approval of the actions of the members of the Board of Management for fiscal year 2011: Christian Klingler | | Management | | For | | For | | | | Y |
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| 3.5 | | Resolution on formal approval of the actions of the members of the Board of Management for fiscal year 2011: Michael Macht | | Management | | For | | For | | | | Y |
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| 3.6 | | Resolution on formal approval of the actions of the members of the Board of Management for fiscal year 2011: Horst Neumann | | Management | | For | | For | | | | Y |
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| 3.7 | | Resolution on formal approval of the actions of the members of the Board of Management for fiscal year 2011: Hans Dieter Poetsch | | Management | | For | | For | | | | Y |
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| 3.8 | | Resolution on formal approval of the actions of the members of the Board of Management for fiscal year 2011: Rupert Stadler | | Management | | For | | For | | | | Y |
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| 4.1 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Ferdinand K. Piech | | Management | | For | | For | | | | Y |
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| 4.2 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Berthold Huber | | Management | | For | | For | | | | Y |
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| 4.3 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Hussain Ali Al-Abdulla | | Management | | For | | For | | | | Y |
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| 4.4 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Khalifa Jassim Al-Kuwari (from 03.05.2011) | | Management | | For | | For | | | | Y |
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| 4.5 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Joerg Bode | | Management | | For | | For | | | | Y |
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| 4.6 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Annika Falkengren (from 03.05.2011) | | Management | | For | | For | | | | Y |
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| 4.7 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Michael Frenzel | | Management | | For | | For | | | | Y |
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| 4.8 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Babette Froehlich | | Management | | For | | For | | | | Y |
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| 4.9 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Hans Michael Gaul (to 03.05.2011) | | Management | | For | | For | | | | Y |
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| 4.10 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Juergen Grossmann (to 03.05.2011) | | Management | | For | | For | | | | Y |
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| 4.11 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Peter Jacobs | | Management | | For | | For | | | | Y |
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| 4.12 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: David McAllister | | Management | | For | | For | | | | Y |
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| 4.13 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Hartmut Meine | | Management | | For | | For | | | | Y |
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| 4.14 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Peter Mosch | | Management | | For | | For | | | | Y |
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| 4.15 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Bernd Osterloh | | Management | | For | | For | | | | Y |
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| 4.16 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Hans Michel Piech | | Management | | For | | For | | | | Y |
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| 4.17 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Ferdinand Oliver Porsche | | Management | | For | | For | | | | Y |
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| 4.18 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Wolfgang Porsche | | Management | | For | | For | | | | Y |
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| 4.19 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Wolfgang Ritmeier | | Management | | For | | For | | | | Y |
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| 4.20 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Juergen Stumpf | | Management | | For | | For | | | | Y |
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| 4.21 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Bernd Wehlauer | | Management | | For | | For | | | | Y |
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| 4.22 | | Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011: Thomas Zwiebler | | Management | | For | | For | | | | Y |
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| 5.1 | | Election of members of the Supervisory Board: Mrs. Ursula M. Piech | | Management | | For | | For | | | | Y |
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| 5.2 | | Election of members of the Supervisory Board: Mr. Ferdinand K. Piech | | Management | | For | | For | | | | Y |
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| 6. | | Resolution on the creation of authorized capital and the corresponding amendment to the Articles of Association | | Management | | For | | For | | | | Y |
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| 7. | | Resolution on the authorization to purchase and utilize treasury shares | | Management | | For | | For | | | | Y |
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| 8. | | Election of the auditors and Group auditors for fiscal year 2012 as well as of the auditors to review the condensed consolidated financial statements and interim management report for the first six months of 2012 | | Management | | For | | For | | | | Y |
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Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| 1 | | To receive and consider the Annual Report and Financial Statements of the Company for the year ended 31 December 2011 | | Management | | For | | For | | Y |
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| 2 | | To declare a final dividend of US27.0 cents per Ordinary Share in respect of the year ended 31 December 2011 | | Management | | For | | For | | Y |
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| 3 | | To receive and consider and, if thought fit, to approve the directors’ Remuneration Report for the year ended 31 December 2011 | | Management | | For | | For | | Y |
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| 4 | | To re-elect Sir John Bond as a director | | Management | | For | | For | | Y |
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| 5 | | To re-elect Mick Davis as a director | | Management | | For | | For | | Y |
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| 6 | | To re-elect Dr Con Fauconnier as a director | | Management | | For | | For | | Y |
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| 7 | | To re-elect Ivan Glasenberg as a director | | Management | | For | | For | | Y |
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| 8 | | To re-elect Peter Hooley as a director | | Management | | For | | For | | Y |
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| 9 | | To re-elect Claude Lamoureux as a director | | Management | | For | | For | | Y |
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| 10 | | To re-elect Aristotelis Mistakidis as a director | | Management | | For | | For | | Y |
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| 11 | | To re-elect Tor Peterson as a director | | Management | | For | | For | | Y |
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| 12 | | To re-elect Trevor Reid as a director | | Management | | For | | For | | Y |
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| 13 | | To re-elect Sir Steve Robson as a director | | Management | | For | | For | | Y |
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| 14 | | To re-elect David Rough as a director | | Management | | For | | For | | Y |
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| 15 | | To re-elect Ian Strachan as a director | | Management | | For | | For | | Y |
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| 16 | | To re-elect Santiago Zaldumbide as a director | | Management | | For | | For | | Y |
| | | | | |
| 17 | | To re-appoint Ernst & Young LLP as auditors and to authorise the directors to determine their remuneration | | Management | | For | | For | | Y |
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| 18 | | To authorise the directors to allot shares, as provided in Resolution 18 as set out in the AGM Notice | | Management | | For | | For | | Y |
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| 19 | | Disapplication of pre-emption rights | | Management | | For | | For | | Y |
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| 20 | | Reduction of share premium account | | Management | | For | | For | | Y |
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| 21 | | To authorise the Company to hold extraordinary general meetings on 20 clear days’ notice | | Management | | For | | For | | Y |
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Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
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| CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE | | Non-Voting | | | | | | |
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| CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
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| CMMT | | SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE-BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE MEETING. | | Non-Voting | | | | | | |
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| 1 | | Election of Chairperson Ketil E. Boe, partner in the law firm Wikborg, Rein & co. and a person to co-sign the minutes | | Management | | No Action | | | | N |
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| 2 | | Approval of the annual accounts and the annual report for 2011 for Yara International ASA and the group, including distribution of dividends | | Management | | No Action | | | | N |
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| 3 | | Statement regarding determination of salary and other remuneration to the executive management of the Company | | Management | | No Action | | | | N |
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| 4 | | Report on Corporate Governance | | Management | | No Action | | | | N |
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| 5 | | Approval of the auditor’s fees for 2011 | | Management | | No Action | | | | N |
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| 6 | | Approval of remuneration to the members of the Board, members of the Compensation Committee and members of the Audit Committee for the period until the next Annual General Meeting | | Management | | No Action | | | | N |
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| 7 | | Approval of remuneration to the members of the Nomination Committee for the period until the next Annual General Meeting | | Management | | No Action | | | | N |
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| 8 | | Election of members of the Board: Reelect Bernt Reitan (Chair), Hilde Aasheim, Elisabeth Harstad, and Leiv Nergaard as Directors Elect Juha Rantanen as New Director | | Management | | No Action | | | | N |
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| 9 | | Election of members of the Nomination Committee: Reelect Eva Lystad(Chair), Thorunn Bakke as Members of Nominating Committee Elect Anne Tanum, and Ann Brautaset as Members of Nominating Committee | | Management | | No Action | | | | N |
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| 10 | | Approval of amendments to the instructions for the Nomination Committee | | Management | | No Action | | | | N |
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| 11 | | Capital reduction by cancellation of own shares and by redemption of shares held on behalf of the Norwegian State by the Ministry of Trade and Industry | | Management | | No Action | | | | N |
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| 12 | | Power of attorney to the Board regarding acquisition of own shares | | Management | | No Action | | | | N |
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| CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN BLOCKING CONDITIONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
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Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
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| CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 20110902/LTN201109021159.pdf | | Non-Voting | | | | | | |
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| CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-ALL RESOLUTIONS. THANK YOU. | | Non-Voting | | | | | | |
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| A | | To approve, confirm and ratify the period caps and the transactions contemplated under the Third Supplemental Production Agreement | | Management | | For | | For | | Y |
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| B | | To approve, confirm and ratify the period caps and the transactions contemplated under the Third Supplemental PCC Management Service Agreement | | Management | | For | | For | | Y |
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| C | | To approve, confirm and ratify the period caps and the transactions contemplated under the Third Supplemental PCC Services Agreement | | Management | | For | | For | | Y |
| | | | | |
| D | | To approve, confirm and ratify the period caps and the transactions contemplated under the Second Supplemental PCC Connected Sales Agreement | | Management | | For | | For | | Y |
| | | | | |
| E | | To approve, confirm and ratify the period caps and the transactions contemplated under the Second Supplemental PCC Connected Purchases Agreement | | Management | | For | | For | | Y |
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| F | | To approve, confirm and ratify the period caps and the transactions contemplated under the Second Supplemental Pou Chien Lease Agreement | | Management | | For | | For | | Y |
| | | | | |
| G | | To approve, confirm and ratify the period caps and the transactions contemplated under the Second Supplemental Pou Yuen Lease Agreement | | Management | | For | | For | | Y |
| | | | | |
| H | | To approve, confirm and ratify the period caps and the transactions contemplated under the Second Supplemental Yue Dean Lease Agreement | | Management | | For | | For | | Y |
| | | | | |
| I | | To approve, confirm and ratify the period caps and the transactions contemplated under the Supplemental Pou Chien Technology Lease Agreement | | Management | | For | | For | | Y |
| | | | | |
| J | | To approve, confirm and ratify the period caps and the transactions contemplated under the Third Supplemental GBD Management Service Agreement | | Management | | For | | For | | Y |
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| K | | To approve, confirm and ratify the period caps (including the revised annual cap for the financial year ending 30th September, 2011) and the transactions contemplated under the Third Supplemental Godalming Tenancy Agreement | | Management | | For | | For | | Y |
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Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| | | | | |
| CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR ALL RESOLUTIONS. THANK YOU. | | Non-Voting | | | | | | |
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| CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0118/LTN20120118294.pdf | | Non-Voting | | | | | | |
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| 1 | | To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 30th September, 2011 | | Management | | For | | For | | Y |
| | | | | |
| 2 | | To declare a final dividend of HKD 0.56 per share for the year ended 30th September, 2011 | | Management | | For | | For | | Y |
| | | | | |
| 3.i | | To re-elect Mr. Kung Sung Yen as a director | | Management | | For | | For | | Y |
| | | | | |
| 3.ii | | To re-elect Mr. Li I Nan, Steve as a director | | Management | | For | | For | | Y |
| | | | | |
| 3.iii | | To re-elect Dr. Liu Len Yu as a director | | Management | | For | | For | | Y |
| | | | | |
| 3.iv | | To re-elect Mr. Leung Yee Sik as a director | | Management | | For | | For | | Y |
| | | | | |
| 3.v | | To re-elect Mr. Chu Li-Sheng as a director | | Management | | For | | For | | Y |
| | | | | |
| 3.vi | | To authorise the board of directors to fix the remuneration of the directors | | Management | | For | | For | | Y |
| | | | | |
| 4 | | To appoint auditors and to authorise the board of directors to fix their remuneration | | Management | | For | | For | | Y |
| | | | | |
| 5.A | | To grant a general mandate to the directors to issue, allot and deal with additional shares not exceeding 10% of the issued share capital of the Company as at the date of passing of this resolution | | Management | | For | | For | | Y |
| | | | | |
| 5.B | | To grant a general mandate to the directors to repurchase the Company’s own shares not exceeding 10% of the issued share capital of the Company as at the date of passing of this resolution | | Management | | For | | For | | Y |
| | | | | |
| 5.C | | To extend the general mandate to issue, allot and deal with additional shares of the Company under resolution number 5A to include the number of shares repurchased pursuant to the general mandate to repurchase shares under resolution number 5B | | Management | | For | | For | | Y |
| | | | | |
| 6 | | To approve amendments to the share option scheme of Pou Sheng International (Holdings) Limited | | Management | | For | | For | | Y |
| | | | | |
| 7 | | To approve the amendments to the bye-laws of the Company | | Management | | For | | For | | Y |
| | | | | |
| 8 | | To approve the adoption of a new set of bye-laws, which consolidates all of the proposed amendments to the bye-laws as set out in the notice convening the meeting and all previous amendments made pursuant to resolutions passed by shareholders of the Company at general meetings, as the new bye-laws of the Company | | Management | | For | | For | | Y |
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Item | | Proposal | | Type | | Vote | | For/Against
Management | | Fund Vote
(Y/N) |
| | | | | |
| CMMT | | PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING-935336, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. | | Non-Voting | | | | | | |
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| CMMT | | BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. | | Non-Voting | | | | | | |
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| 1.1 | | Approval of the annual report, the annual financial statements and the consolidated financial statements for 2011 | | Management | | For | | For | | Y |
| | | | | |
| 1.2 | | Advisory vote on the remuneration system according to the remuneration report | | Management | | For | | For | | Y |
| | | | | |
| 2.1 | | Appropriation of available earnings for 2011 | | Management | | For | | For | | Y |
| | | | | |
| 2.2 | | Approve transfer of CHF 2.5 Billion from capital contribution reserves to free reserves and dividend of CHF 17.00 per share | | Management | | For | | For | | Y |
| | | | | |
| 3 | | Discharge of members of the board of directors and of the group executive committee | | Management | | For | | For | | Y |
| | | | | |
| 4 | | Extend duration of existing CHF 1 million pool of capital without preemptive rights | | Management | | For | | For | | Y |
| | | | | |
| 5.1 | | Further changes to the articles of incorporation: change of company name to Zurich Insurance Group AG | | Management | | For | | For | | Y |
| | | | | |
| 5.2 | | Further changes to the articles of incorporation: change of purpose (article 4) | | Management | | For | | For | | Y |
| | | | | |
| 6.1.1 | | Election of the board of director: Ms Alison Carnwath | | Management | | For | | For | | Y |
| | | | | |
| 6.1.2 | | Election of the board of director: Mr. Rafael Del Pino | | Management | | For | | For | | Y |
| | | | | |
| 6.1.3 | | Re-election of the board of director: Mr. Josef Ackermann | | Management | | For | | For | | Y |
| | | | | |
| 6.1.4 | | Re-election of the board of director: Mr. Thomas Escher | | Management | | For | | For | | Y |
| | | | | |
| 6.1.5 | | Re-election of the board of director: Mr. Don Nicolaisen | | Management | | For | | For | | Y |
| | | | | |
| 6.2 | | Re-election of auditors: PricewaterhouseCoopers Ltd, Zurich | | Management | | For | | For | | Y |
| | | | | |
| 7 | | Ad hoc | | Management | | Abstain | | For | | Y |
| | | | | |
| CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN TEXT OF RESOLUTIONS 2.2, 4 AND 5.1. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN-THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
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.
THE WRIGHT MANAGED EQUITY TRUST (on behalf of WRIGHT SELECTED BLUE CHIP EQUITIES FUND, WRIGHT MAJOR BLUE CHIP EQUITIES FUND, and WRIGHT INTERNATIONAL BLUE CHIP EQUITIES FUND).
