UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER: 811-3916
NAME OF REGISTRANT: VANGUARD SPECIALIZED FUNDS
ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482
NAME AND ADDRESS OF AGENT FOR SERVICE: HEIDI STAM
PO BOX 876
VALLEY FORGE, PA 19482
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000
DATE OF FISCAL YEAR END: JANUARY 31
DATE OF REPORTING PERIOD: JULY 1, 2008 - JUNE 30, 2009
FUND: VANGUARD PRECIOUS METALS AND MINING FUND
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ISSUER: AMCOL INTERNATIONAL CORPORATION
TICKER: ACO CUSIP: 02341W103
MEETING DATE: 5/7/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DANIEL P. CASEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DALE E. STAHL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE E. WASHOW ISSUER YES FOR FOR
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ISSUER: BARRICK GOLD CORP
TICKER: N/A CUSIP: 067901108
MEETING DATE: 4/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Elect Mr. H. L. Beck as a Director ISSUER YES FOR FOR
PROPOSAL #1.2: Elect Mr. C. W. D. Birchall as a ISSUER YES FOR FOR
Director
PROPOSAL #1.3: Elect Mr. D. J. Carty as a Director ISSUER YES ABSTAIN AGAINST
PROPOSAL #1.4: Elect Mr. G. Cisneros as a Director ISSUER YES FOR FOR
PROPOSAL #1.5: Elect Mr. M. A. Cohen as a Director ISSUER YES ABSTAIN AGAINST
PROPOSAL #1.6: Elect Mr. P. A. Crossgrove as a ISSUER YES FOR FOR
Director
PROPOSAL #1.7: Elect Mr. R. M. Franklin as a Director ISSUER YES FOR FOR
PROPOSAL #1.8: Elect Mr. P. C. Godsoe as a Director ISSUER YES ABSTAIN AGAINST
PROPOSAL #1.9: Elect Mr. J. B. Harvey as a Director ISSUER YES ABSTAIN AGAINST
PROPOSAL #1.10: Elect Mr. B. Mulroney as a Director ISSUER YES FOR FOR
PROPOSAL #1.11: Elect Mr. A. Munk as a Director ISSUER YES FOR FOR
PROPOSAL #1.12: Elect Mr. P. Munk as a Director ISSUER YES FOR FOR
PROPOSAL #1.13: Elect Mr. A. W. Regent as a Director ISSUER YES FOR FOR
PROPOSAL #1.14: Elect Mr. S. J. Shapiro as a Director ISSUER YES ABSTAIN AGAINST
PROPOSAL #1.15: Elect Mr. G. C. Wilkins as a Director ISSUER YES FOR FOR
PROPOSAL #2.: Appoint PricewaterhouseCoopers LLP as ISSUER YES FOR FOR
the Auditors of Barrick and authorize the Directors
to fix their remuneration
PROPOSAL #3.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: approve the shareholder proposal as
specified in Schedule B to the accompanying
Management proxy circular
PROPOSAL #4.: Any other business ISSUER NO N/A N/A
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ISSUER: BHP BILLITON LTD
TICKER: N/A CUSIP: Q1498M100
MEETING DATE: 11/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the financial statements for ISSUER YES FOR FOR
BHP Billiton Plc for the YE 30 JUN 2008, together
with the Directors' report and the Auditor's report
as specified in the annual report
PROPOSAL #2.: Receive the financial statements for ISSUER YES FOR FOR
BHP Billiton Limited for the YE 30 JUN 2008, together
with the Directors' Report and the Auditor's Report
as specified in the annual report
PROPOSAL #3.: Re-elect Mr. Paul M. Anderson as a ISSUER YES FOR FOR
Director of BHP Billiton Plc, who retires by rotation
PROPOSAL #4.: Re-elect Mr. Paul M. Anderson as a ISSUER YES FOR FOR
Director of BHP Billiton Limited, who retires by
rotation
PROPOSAL #5.: Re-elect Mr. Don R. Argus as a Director ISSUER YES FOR FOR
of BHP Billiton Plc, in accordance with the Board's
policy
PROPOSAL #6.: Re-elect Mr. Don R. Argus as a Director ISSUER YES FOR FOR
of BHP Billiton Limited, in accordance with the
Board's policy
PROPOSAL #7.: Re-elect Dr. John G. S. Buchanan as a ISSUER YES FOR FOR
Director of BHP Billiton Plc, who retires by rotation
PROPOSAL #8.: Re-elect Dr. John G. S. Buchanan as a ISSUER YES FOR FOR
Director of BHP Billiton Limited, who retires by
rotation
PROPOSAL #9.: Re-elect Mr. David A. Crawford as a ISSUER YES FOR FOR
Director of BHP Billiton Plc, in accordance with the
Board's policy
PROPOSAL #10.: Re-elect Mr. David A. Crawford as a ISSUER YES FOR FOR
Director of BHP Billiton Limited, in accordance with
the Board's policy
PROPOSAL #11.: Re-elect Mr. Jacques Nasser as a ISSUER YES FOR FOR
Director of BHP Billiton Plc, who retires by rotation
PROPOSAL #12.: Re-elect Mr. Jacques Nasser as a ISSUER YES FOR FOR
Director of BHP Billiton Limited, who retires by
rotation
PROPOSAL #13.: Re-elect Dr. John M. Schubert as a ISSUER YES FOR FOR
Director of BHP Billiton Plc, who retires by rotation
PROPOSAL #14.: Re-elect Dr. John M. Schubert as a ISSUER YES FOR FOR
Director of BHP Billiton Limited, who retires by
rotation
PROPOSAL #15.: Elect Mr. Alan L. Boeckmann as a ISSUER YES FOR FOR
Director of BHP Billiton Plc
PROPOSAL #16.: Elect Mr. Alan L. Boeckmann as a ISSUER YES FOR FOR
Director of BHP Billiton Limited
PROPOSAL #17.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Elect Mr. Stephen Mayne as a
Director of BHP Billiton Plc
PROPOSAL #18.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Elect Mr. Stephen Mayne as a
Director of BHP Billiton Limited
PROPOSAL #19.: Elect Dr. David R. Morgan as a ISSUER YES FOR FOR
Director of BHP Billiton Plc
PROPOSAL #20.: Elect Dr. David R. Morgan as a ISSUER YES FOR FOR
Director of BHP Billiton Limited
PROPOSAL #21.: Elect Mr. Keith C. Rumble as a ISSUER YES FOR FOR
Director of BHP Billiton Plc
PROPOSAL #22.: Elect Mr. Keith C. Rumble as a ISSUER YES FOR FOR
Director of BHP Billiton Limited
PROPOSAL #23.: Re-appoint KPMG Audit Plc as the ISSUER YES FOR FOR
Auditor of BHP Billiton Plc and authorize the
Directors to agree their remuneration
PROPOSAL #24.: Approve to renew the authority and to ISSUER YES FOR FOR
allot relevant securities [Section 80 of the United
Kingdom Companies Act 1985] conferred by the
Directors by Article 9 of BHP Billiton Plc's Articles
of Association for the period ending on the later of
the AGM of BHP Billiton Plc and the AGM of BHP
Billiton Limited in 2009 [provided that this
authority shall allow BHP Billiton Plc before the
expiry of this authority to make offers or agreements
which would or might require relevant securities to
be allotted after such expiry and, notwithstanding
such expiry, the Directors may allot relevant
securities in pursuance of such offers or
agreements], and for such period the Section 80
amount [under the United Kingdom Companies Act 1985]
PROPOSAL #S.25: Approve to renew the authority and to ISSUER YES FOR FOR
allot equity securities [Section 94 of the United
Kingdom Companies Act 1985] for cash conferred by the
Directors by Article 9 of BHP Billiton Plc's
Articles of Association for the period ending on the
later of the AGM of BHP Billiton Plc and the AGM of
BHP Billiton Limited in 2009 [provided that this
authority shall allow BHP Billiton Plc before the
expiry of this authority to make offers or agreements
which would or might require equity securities to be
allotted after such expiry and, notwithstanding such
expiry, the Directors may allot equity securities in
pursuance of such offers or agreements], and for
such period the Section 95 amount [under the United
Kingdom Companies Act 1985] shall be USD 55,778,030
PROPOSAL #S.26: Authorize BHP Billiton Plc, in ISSUER YES FOR FOR
accordance with Article 6 of its Articles of
Association and Section 166 of the United Kingdom
Companies Act 1985, to make market purchases [Section
163 of that Act] of ordinary shares of USD 0.50
nominal value each in the capital of BHP Billiton Plc
[Shares] provided that: a) the maximum aggregate
number of shares authorized to be purchased will be
223,112,120, representing 10% of BHP Billiton Plc's
issued share capital; b) the minimum price that may
be paid for each share is USD 0.50, being the nominal
value of such a share; c) the maximum price that may
be paid for any share is not more than 5% the
average of the middle market quotations for a share
taken from the London Stock Exchange Daily Official
List for the 5 business days immediately preceding
the date of purchase of the shares; [Authority
expires the earlier of 22 APR 2010 and the later of
the AGM of BHP Billiton Plc and the AGM of BHP
Billiton Limited in 2009 [provided that BHP Billiton
Plc may enter into a contract or contracts for the
purchase of shares before the expiry of this
authority which would or might be completed wholly or
partly after such expiry and may make a purchase of
shares in pursuance of any such contract or contracts]
PROPOSAL #S27.1: Approve to reduce the share capital ISSUER YES FOR FOR
of BHP Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal value each
held by BHP Billiton Limited on 30 APR 2009
PROPOSAL #S27.2: Approve to reduce the share capital ISSUER YES FOR FOR
of BHP Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal value each
held by BHP Billiton Limited on 29 MAY 2009
PROPOSAL #S27.3: Approve to reduce the share capital ISSUER YES FOR FOR
of BHP Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal value each
held by BHP Billiton Limited on 15 JUN 2009
PROPOSAL #S27.4: Approve to reduce the share capital ISSUER YES FOR FOR
of BHP Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal value each
held by BHP Billiton Limited on 31 JUL 2009
PROPOSAL #S27.5: Approve to reduce the share capital ISSUER YES FOR FOR
of BHP Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal value each
held by BHP Billiton Limited on 15 SEP 2009
PROPOSAL #S27.6: Approve to reduce the share capital ISSUER YES FOR FOR
of BHP Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal value each
held by BHP Billiton Limited on 30 NOV 2009
PROPOSAL #28.: Approve the remuneration report for ISSUER YES FOR FOR
the YE 30 JUN 2008
PROPOSAL #29.: Approve, for all purposes, the BHP ISSUER YES FOR FOR
Billiton Plc Group Incentive Scheme, as amended; and
the BHP Billiton Limited Group Incentive Scheme, as
amended
PROPOSAL #30.: Approve to grant Deferred Shares and ISSUER YES FOR FOR
Options under the BHP Billiton Limited Group
Incentive Scheme and Performance Shares under the BHP
Billiton Limited Long Term Incentive Plan to the
Executive Director, Mr. M. J. Kloppers as specified
PROPOSAL #31.: Approve, for all purposes, including ISSUER YES FOR FOR
for the purposes of Article 76 of the Articles of
Association of BHP Billiton Plc, that the maximum
aggregate remuneration which may be paid by BHP
Billiton Plc to all the Non-Executive Directors in
any year together with the remuneration paid to those
Non-Executive Directors by BHP Billiton Limited be
increased from USD 3,000,000 to USD 3,800,000
PROPOSAL #32.: Approve, for all purposes, including ISSUER YES FOR FOR
for the purposes of Rule 76 of the Constitution of
BHP Billiton Limited and ASX Listing Rule 10.17, that
the maximum aggregate remuneration which may be paid
by BHP Billiton Limited to all the Non-Executive
Directors in any year together with the remuneration
paid to those Non-Executive Directors by BHP Billiton
Plc be increased from USD 3,000,000 to USD 3,800,000
PROPOSAL #S.33: Amend the Articles of Association of ISSUER YES FOR FOR
BHP Billiton Plc, with effect from the close of this
meeting, in the manner outlined in the Appendix to
this Notice of Meeting and as set out in the amended
Articles of Association tabled by the Chair of the
meeting and signed for the purposes of identification
PROPOSAL #S.34: Amend the Constitution of BHP ISSUER YES FOR FOR
Billiton Limited, with effect from the close of this
meeting, in the manner outlined in the Appendix to
this Notice of Meeting and as set out in the
Constitution tabled by the Chair of the meeting and
signed for the purposes of identification
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ISSUER: BLUESCOPE STL LTD
TICKER: N/A CUSIP: Q1415L102
MEETING DATE: 11/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the annual report, financial ISSUER NO N/A N/A
statements and the reports of the Directors and the
Auditor for the YE 30 JUN 2008
PROPOSAL #2.: Adopt the remuneration report [which is ISSUER YES FOR FOR
contained in the Directors' report] for the YE 30
JUN 2008
PROPOSAL #3.A: Re-elect Mr. Graham Kraehe as a ISSUER YES FOR FOR
Director, who retires by rotation in accordance with
the Company's Constitution
PROPOSAL #3.B: Re-elect Mr. Tan Yam Pin as a ISSUER YES FOR FOR
Director, who retires by rotation in accordance with
the Company's Constitution
PROPOSAL #3.C: Elect Mr. Doug Jukes as a Director, ISSUER YES FOR FOR
who vacates office in accordance with the Company's
Constitution
PROPOSAL #4.: Approve, for all purposes, including ISSUER YES FOR FOR
for the purpose of ASX Listing Rule 10.14, the grant
of share rights to the Managing Director and Chief
Executive Officer, Mr. Paul O'Malley, under the Long
Term Incentive Plan as specified
PROPOSAL #5.: Approve to increase the total amount or ISSUER YES FOR FOR
value of the remuneration payable to Non-Executive
Directors for the purpose of rule 11.9 of the
Company's Constitution from a maximum amount of AUD
2,250,000 per annum [inclusive of superannuation
contributions] to a maximum amount of AUD 2,925,000
per annum [inclusive of superannuation contributions]
PROPOSAL #S.6: Approve to renew the proportional ISSUER YES FOR FOR
takeover provisions in rules 6.12 to 6.16 [inclusive]
of the Constitution for a period of 3 years
commencing immediately
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ISSUER: BOUGAINVILLE COPPER LTD
TICKER: N/A CUSIP: Y09434104
MEETING DATE: 4/20/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Adopt the reports and accounts ISSUER YES FOR FOR
PROPOSAL #2.: Elect Mr. John Leahy as a Director ISSUER YES AGAINST AGAINST
PROPOSAL #3.: Approve to increase the Directors' fee ISSUER YES FOR FOR
pool
PROPOSAL #4.: Appoint the Auditors and authorize the ISSUER YES FOR FOR
Directors to fix their fees
PROPOSAL #5.: Transact any other business ISSUER YES AGAINST AGAINST
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ISSUER: CENTERRA GOLD INC
TICKER: N/A CUSIP: 152006102
MEETING DATE: 5/5/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Elect Mr. Ian G. Austin as a Director ISSUER YES FOR FOR
for the ensuing year
PROPOSAL #1.2: Elect Mr. Almazbek S. Djakypov as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.3: Elect Mr. O. Kim Goheen as a Director ISSUER YES AGAINST AGAINST
for the ensuing year
PROPOSAL #1.4: Elect Mr. Patrick M. James as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.5: Elect Mr. Stephen A. Lang as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.6: Elect Mr. Sheryl K. Pressler as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.7: Elect Mr. Terry V. Rogers as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.8: Elect Mr. Jack E. Thompson as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.9: Elect Mr. Bruce V. Walter as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.10: Elect Mr. Anthony J. Webb as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #2.: Appoint KPMG LLP as the Auditors of the ISSUER YES FOR FOR
Corporation for the ensuing year and authorize the
Directors to fix their remuneration to be paid to the
Auditors
PROPOSAL #3.: Transact such other business ISSUER NO N/A N/A
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ISSUER: CLAUDE RESOURCES INC.
TICKER: CGR CUSIP: 182873109
MEETING DATE: 5/14/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: THE ELECTION AS DIRECTORS FOR THE ISSUER YES FOR FOR
ENSUING YEAR THOSE NOMINEES PROPOSED BY THE BOARD OF
DIRECTORS AND MANAGEMENT AS SPECIFIED IN THE
INFORMATION CIRCULAR OF THE CORPORATION DATED MARCH
27, 2009.
PROPOSAL #02: THE APPOINTMENT OF KPMG LLP, CHARTERED ISSUER YES FOR FOR
ACCOUNTANTS AS AUDITORS OF THE CORPORATION FOR THE
ENSUING FISCAL YEAR AND THE GRANTING OF AUTHORITY TO
THE DIRECTORS TO FIX THE AUDITORS' REMUNERATION.
PROPOSAL #03: THE APPROVAL OF THE COMPANY'S ISSUER YES FOR FOR
SHAREHOLDER RIGHTS PLAN AS SET OUT IN THE
ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR.
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ISSUER: COMPANIA DE MINAS BUENAVENTURA S.A.A.
TICKER: BVN CUSIP: 204448104
MEETING DATE: 10/6/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO APPROVE THE ISSUANCE OF UNSECURED ISSUER YES FOR AGAINST
NOTES, AND DELEGATE THE POWER TO THE THE BOARD OF
DIRECTORS TO FIX THE FINAL CONDITIONS FOR THE
ISSUANCE, SUCH AS AMOUNT, TERM, PRICE AND OTHERS.
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ISSUER: COMPANIA DE MINAS BUENAVENTURA S.A.A.
TICKER: BVN CUSIP: 204448104
MEETING DATE: 3/27/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO APPROVE THE ANNUAL REPORT AS OF ISSUER YES FOR AGAINST
DECEMBER, 31, 2008. A PRELIMINARY VERSION OF THE
ANNUAL REPORT WILL BE AVAILABLE IN THE COMPANY'S WEB
SITE HTTP://WWW.BUENAVENTURA.COM/IR/.
PROPOSAL #02: TO APPROVE THE FINANCIAL STATEMENTS AS ISSUER YES FOR AGAINST
OF DECEMBER, 31, 2008, WHICH WERE PUBLICLY REPORTED
AND ARE IN OUR WEB SITE
HTTP://WWW.BUENAVENTURA.COM/IR/.
PROPOSAL #03: TO APPOINT ERNST AND YOUNG (MEDINA, ISSUER YES FOR AGAINST
ZALDIVAR, PAREDES Y ASOCIADOS) AS EXTERNAL AUDITORS
FOR FISCAL YEAR 2009.
PROPOSAL #04: TO APPROVE THE PAYMENT OF A CASH ISSUER YES FOR AGAINST
DIVIDEND ACCORDING TO THE COMPANY'S DIVIDEND POLICY*.
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ISSUER: ERAMET SA, PARIS
TICKER: N/A CUSIP: F3145H130
MEETING DATE: 5/13/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Approve, having considered the reports ISSUER YES FOR FOR
of the Board of Directors and the Auditors, the
Company's financial statements for the YE 31 DEC
2008, as presented
PROPOSAL #O.2: Approve, having heard the reports of ISSUER YES FOR FOR
the Board of Directors and the Auditors, the
consolidated financial statements for the said FY, in
the form presented to the meeting
PROPOSAL #O.3: Approve, after hearing the special ISSUER YES FOR FOR
report of the Auditors on agreements governed by
Article L.225-38 et sequence, of the French
Commercial Code, the said report and the agreements
referred to there in
PROPOSAL #O.4: Approve the recommendations of the ISSUER YES FOR FOR
Board of Directors and resolves that the income for
the FY be appropriated as follows: earnings for the
FY: EUR 148,158,539.81 prior retained earnings: EUR
471,251,378.41 [including EUR 1,863,215.96
corresponding to the voted but un-paid dividend of
the shares self held by Eramet on the date of the
dividend payment carried out in 2008] legal reserve:
94,521.04 distributable income: EUR 619,315,397.18
global dividend: EUR 137,629,962.75, retained
earnings: EUR 481,685,434.43 the shareholders will
receive a net dividend of EUR 5.25 per share, this
dividend will be paid on 25 MAY, 2009, as required by
Law, it is reminded that, for the last 3 FY, the
dividends paid, were as follows: EUR 2.10 for FY 2005
,EUR 2.90 for FY 2006 ,EUR 6.00 for FY 2007
PROPOSAL #O.5: Approve to renew the appointment of ISSUER YES AGAINST AGAINST
Mr. Harold Martin as a Director for period of 4 years
PROPOSAL #O.6: Approve to renew the appointment of ISSUER YES AGAINST AGAINST
Mr. Jean-Herve Lorenzi as a Director for period of 4
PROPOSAL #O.7: Approve to renew for a 6-year period, ISSUER YES FOR FOR
the appointment of the firm of Ernst and Young Audit,
represented by Mr. Aymeric de Lamorandiere, as a
statutory Auditor and the Company Auditex as a Deputy
Auditor
PROPOSAL #O.8: Approve to renew for a 6-year period, ISSUER YES FOR FOR
the appointment of the firm of Deloitte Et Associes
represented by Mr. Alain Penanguer, as a statutory
Auditor and the Company B.E.A.S. as a Deputy Auditor
PROPOSAL #O.9: Authorize the Board of Directors to ISSUER YES AGAINST AGAINST
trade, including during a period of a public
offering, and by all means, in the Company's shares
on the stock market, subject to the conditions
described below: maximum purchase price: EUR 500.00,
maximum number of shares to be acquired: 10% of the
share capital, maximum funds invested in the share
buybacks: EUR 1,310,869,000.00, and to take all
necessary measures and accomplish all necessary
PROPOSAL #E.10: Authorize the Board of Directors, ISSUER YES FOR FOR
under the suspensive condition of the adoption of
Resolution 9, to reduce the share capital, on 1 or
more occasions and at its sole discretion, by
canceling all or part of the shares held by the
Company in connection with a stock repurchase plan,
up to a maximum of 10% of the share capital,
[Authority expires at the end of 26 month period];
this delegation of powers supersedes any and all
earlier delegations to the same effect, and take all
necessary measures and accomplish all necessary
PROPOSAL #E.11: Authorize the Board of Directors to ISSUER YES FOR FOR
increase on 1 or more occasions and at its sole
discretion, in France or abroad, the share capital up
to a maximum nominal amount of EUR 24,000,000.00, by
issuance, with the shareholders' preferred
subscription rights maintained, of shares, various
securities and equity warrants, to take all necessary
measures and accomplish all necessary formalities,
the shareholders' meeting delegates to the board of
directors all powers to charge the share issuance
costs against the related premiums and deduct from
the premiums the amounts necessary to raise the legal
reserve to one tenth of the new capital after each
increase, this delegation of powers supersedes any
and all earlier delegations to the same effect, this
delegation is given for the period in accordance with
the legal requirements
PROPOSAL #E.12: Authorize in order to increase the ISSUER YES FOR FOR
share capital, in 1 or more occasions, by a maximum
nominal amount of EUR 24,000,000.00, either by way of
capitalizing reserves, profits, premiums or
othermeans, provided that such capitalization is
allowed by law and under the By-Laws, or also by the
combination with a share capital increase to be paid
in cash carried out by virtue of Resolution 11, and
by issuing bonus shares or raisin g the par value of
existing shares, or by a combination of these
methods, and to take all necessary measures and
accomplish all necessary formalities, this delegation
of powers supersedes any and all earlier delegations
to the same effect, this delegation is given for the
period in accordance with the legal requirements
PROPOSAL #E.13: Authorize the Board of Directors to ISSUER YES AGAINST AGAINST
increase on 1 or more occasions, in France or abroad,
the share capital up to a maximum nominal a mount of
EUR 24,000,000.00, with cancellation of the
shareholders' preferred subscription rights, by: the
issuance carried out by the Company, of new shares to
subscribe, securities [other than shares giving
right to the allocation of equities], and equity
warrants, the issuance carried out by its related
Companies, of bonds with warrants to subscribe shares
in the Eramet Company, and securities giving access
to the allocation of equities, and to take all
necessary measures and accomplish all necessary
formalities, the shareholders' meeting delegates to
the board of directors all powers to charge the share
PROPOSAL #E.14: Approve to authorize the capital ISSUER YES FOR FOR
increase of up to 10% of issued capital for future
acquisitions
PROPOSAL #E.15: Approve to set global limit for ISSUER YES FOR FOR
capital increase to result from all issuance requests
at EUR 24 Million
PROPOSAL #E.16: Approve the Board to issue shares in ISSUER YES AGAINST AGAINST
the event of a public tender offer or share exchange
offer
PROPOSAL #E.17: Approve the Employee Stock Purchase ISSUER YES FOR FOR
Plan
PROPOSAL #E.18: Approve to authorize up to 85,000 ISSUER YES AGAINST AGAINST
Shares for use in Restricted Stock Plan
PROPOSAL #E.19: Authorize filing of required ISSUER YES FOR FOR
documents/other formalities
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ISSUER: FIRST QUANTUM MINERALS LTD
TICKER: N/A CUSIP: 335934105
MEETING DATE: 5/14/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve to determine the number of ISSUER YES FOR FOR
Directors at 8
PROPOSAL #2.1: Elect Mr. Philip K. R. Pascall as a ISSUER YES FOR FOR
Director
PROPOSAL #2.2: Elect Mr. G. Clive Newall as a Director ISSUER YES FOR FOR
PROPOSAL #2.3: Elect Mr. Martin Rowley as a Director ISSUER YES FOR FOR
PROPOSAL #2.4: Elect Mr. Michael Martineau as a ISSUER YES FOR FOR
Director
PROPOSAL #2.5: Elect Mr. Rupert Pennant-Rea as a ISSUER YES FOR FOR
Director
PROPOSAL #2.6: Elect Mr. Andrew Adams as a Director ISSUER YES FOR FOR
PROPOSAL #2.7: Elect Mr. Peter St. George as a ISSUER YES FOR FOR
Director
PROPOSAL #2.8: Elect Mr. Paul Brunner as a Director ISSUER YES FOR FOR
PROPOSAL #3.: Appoint PricewaterhouseCoopers LLP, ISSUER YES FOR FOR
Chartered Accountants, as Auditors for the Company to
hold office until the next AGM and to authorize the
Directors of the Company to fix their remuneration
PROPOSAL #4.: Approve the Long Term Incentive ISSUER YES FOR FOR
[Treasury] Plan, as specified
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ISSUER: FRANCO NEV CORP
TICKER: N/A CUSIP: 351858105
MEETING DATE: 5/20/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Elect Mr. Pierre Lassonde as a ISSUER YES ABSTAIN AGAINST
Director of the Corporation
PROPOSAL #1.2: Elect Mr. David Harquail as a Director ISSUER YES FOR FOR
of the Corporation
PROPOSAL #1.3: Elect Mr. David R. Peterson as a ISSUER YES FOR FOR
Director of the Corporation
PROPOSAL #1.4: Elect Mr. Louis Gignac as a Director ISSUER YES FOR FOR
of the Corporation
PROPOSAL #1.5: Elect Mr. Graham Farquharson as a ISSUER YES FOR FOR
Director of the Corporation
PROPOSAL #1.6: Elect Mr. Randall Oliphant as a ISSUER YES FOR FOR
Director of the Corporation
PROPOSAL #1.7: Elect Mr. Derek W. Evans as a Director ISSUER YES FOR FOR
of the Corporation
PROPOSAL #2.: Appoint PricewaterhouseCoopers LLP, ISSUER YES FOR FOR
Chartered Accountants, as the Auditors of the
Corporation for the ensuing year and authorize the
Directors to fix the remuneration to be paid to the
Auditors
PROPOSAL #3.: Approve the Corporation's Restricted ISSUER YES FOR FOR
Share Unit Plan
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ISSUER: GEM DIAMONDS LTD
TICKER: N/A CUSIP: G37959106
MEETING DATE: 4/20/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: Amend the Clause 5.2 of the Memorandum ISSUER YES FOR FOR
of Association of the Company to increase the
maximum number of shares that the Company is
authorized to issue, from 125,000,000 Ordinary Shares
of USD 0.01 par value each to 200,000,000 Ordinary
Shares of USD 0.01 par value each, by the creation of
an additional 75,000,000 Ordinary Shares of USD 0.01
par value each and by deleting the figure
125,000,000 and inserting 200,000,000, such new
shares to rank equally in all respects with the
existing Ordinary Shares of the Company; authorize
the Geneva Management Group (BVI) Ltd., as registered
agent of the Company, to file an amended and
restated Memorandum and Articles of Association of
the Company [in substitution for and to the exclusion
of, its existing Memorandum and Articles of
Association], so amended to reflect the foregoing
Resolution 1[a], with the Registry of Corporate
Affairs in the British Virgin Islands, and to take
whatever steps and/or actions that may be necessary
PROPOSAL #2.: Authorize the Directors, in ISSUER YES FOR FOR
substitution for any existing authority to allot
relevant securities, without prejudice to any
allotment of securities made pursuant thereto, for
the purposes of Article 3.1 of the Company's Articles
of Association to allot relevant securities [Article
3.4.5] up to an aggregate nominal amount of USD
750,000 [representing an amount equal to 119% of the
Company's issued ordinary shares as at 31 MAR 2009]
[Authority expires at the conclusion of the next AGM
of the Company] [the Allotment Period], and the
Directors may allot relevant securities in pursuance
of any such offers or agreements to such expiry
PROPOSAL #S.3: Authorize the Directors, for the ISSUER YES FOR FOR
purposes of the Placing [as specified], the
obligation pursuant to Article 3.5 of the Company's
Articles of Association on the Directors to first
offer any equity securities [Article 3.4.3], to be
issued for cash, to existing shareholders of the
Company in proportion [as nearly as practicable] to
the number of the existing ordinary shares that are
held by them, prior to issuing such securities to any
person, disapplied and waived in respect of the
placing to allot and issue new shares or other equity
securities for cash pursuant to the placing without
first offering them to existing shareholders shall be
limited to the allotment of equity securities up to
an aggregate nominal amount of USD 750,000
[representing an amount equal to 119% of the
Company's issued ordinary shares as at 31 MAR 2009]
[Authority expires at the conclusion of the Company's
next AGM] and the Directors may allot such equity
securities in pursuance of any such offers or
agreements to such expiry
PROPOSAL #4.: Approve the terms of the placing [as ISSUER YES FOR FOR
specified] at the issue price of 100 pence for each
new ordinary share being issued pursuant to the
placing [which represents a discount of 33% to the
closing price of the existing ordinary shares of the
Company on 31 MAR 2009, being the last business day
prior to the announcement of the placing]
PROPOSAL #5.: Approve the subscription by Lansdowne ISSUER YES FOR FOR
Partners Limited of 10,500,000 new shares [as
specified] at the issue price of 100 pence for each
such new share to be so subscribed on the terms of
the placing Letter between J.P. Morgan Cazenove and
Lansdowne Partners Limited, as specified
PROPOSAL #6.: Approve, for the purposes of the ISSUER YES FOR FOR
placing [as specified] the obligation pursuant to the
Article 155.2 of the Company's Articles of
Association on any person [other than the Depositary]
to make an offer to the other holders of shares in
the Company, by way of a takeover or as otherwise
stipulated in the Article 155, if such person
acquires 30% or more of the total voting rights in
the Company, to disapplied and waived in respect of
the Placing in accordance with Article 155.14 so as
not to apply to any underwriter which incurs such an
obligation under Article 155.2 as a result of
underwriting the Placing [including as a result of an
inability to complete a distribution of securities
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ISSUER: GEM DIAMONDS LTD
TICKER: N/A CUSIP: G37959106
MEETING DATE: 6/2/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Adopt the audited accounts of the ISSUER YES FOR FOR
Company for the YE 31 DEC 2008 and the Directors'
report and the Auditors' report
PROPOSAL #2.: Approve the Director's remuneration ISSUER YES FOR FOR
report, as specified
PROPOSAL #3.: Re-appoint Ernst & Young LLP as the ISSUER YES FOR FOR
Auditors of the Company [the Auditors], until
conclusion of the next AGM of the Company at which
accounts are laid before the Company
PROPOSAL #4.: Authorize the Directors to set the ISSUER YES FOR FOR
remuneration of the Auditors
PROPOSAL #5.: Re-elect Mr. Roger Davis as a Director, ISSUER YES FOR FOR
who retires in accordance with Article 81 of the
Company's Articles of Association
PROPOSAL #6.: Re-elect Mr. Alan Ashworth as a ISSUER YES FOR FOR
Director, who retires in accordance with Article 81
of the Company's Articles of Association
PROPOSAL #7.: Re-elect Mr. Dave Elzas as a Director, ISSUER YES FOR FOR
who retires in accordance with Article 81 of the
Company's Articles of Association
PROPOSAL #8.: Authorize the Directors, in ISSUER YES FOR FOR
substitution for any existing authority, to allot
relevant securities, for the purposes of Article 3.1
of the Company's Articles of Association, to allot
relevant securities [within the meaning of Article
3.4.5 of the Company's Articles of Association] up to
an aggregate nominal amount of USD 919,852
[representing an amount equal to 66.66% of the
Company's issued ordinary share capital as at 29 APR
2009] (the Allotment Amount) during the period
commencing on the date of the passing of this
resolution; and [Authority expires at the conclusion
of the next AGM of the Company]; and the Directors
may before the expiry of such allotment Period, make
an offer or agreement which would or might require
relevant securities to be allotted after such expiry
PROPOSAL #S.9: Authorize the Directors, to allot and ISSUER YES FOR FOR
issue equity securities for cash pursuant to the
authority conferred by Resolution 8 without first
having offered such equity securities to existing
shareholders provided that this power shall be
limited to the allotment of equity securities up to
an aggregate nominal amount of USD 68,989
[representing an amount equal to 5% of the Company's
issued ordinary share capital as at 29 APR 2009];
[Authority expires at the conclusion of the Company's
next AGM]; and the Directors may, before the expiry
of such period, make an offer or agreement which
would or might require such equity securities to be
allotted after such expiry and, not withstanding such
expiry, the Directors may allot such equity
securities in pursuance of any such offers or
PROPOSAL #S.10: Authorize the Company, for the ISSUER YES FOR FOR
purpose of Article 11.1, to purchase, redeem, or
otherwise acquire ordinary shares in the Company in
such manner and upon such terms as the Directors may
determine during the period commencing on the date of
the passing of this resolution and expiring at the
conclusion of the next AGM of the Company unless
revoked, renewed or varied during that period,
provided that, the maximum aggregate number of
ordinary shares authorized to be purchased is
13,797,785 [representing an amount equal to 10% of
the Company's issued ordinary share capital as at 29
April 2009], the minimum price which may be paid for
an ordinary share is USD 0.01 per share, the maximum
price which may be paid for an ordinary share is the
higher of: i) 105% of the average closing price of
the Company's ordinary shares on the London Stock
Exchange during the 5 business days immediately prior
to the date of purchase; and ii) an amount equal to
the higher of the price of the last independent trade
of an ordinary share and the highest current
independent bid for an ordinary share as derived from
the London Stock Exchange Trading Systems, and this
authority shall allow the Company to purchase
ordinary shares after such expiry of this authority
under any agreement made before the expiry of such
authority, as if the authority hereby conferred had
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ISSUER: GEMFIELDS RESOURCES PLC, LONDON
TICKER: N/A CUSIP: G3910W105
MEETING DATE: 1/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive and adopt the Directors' report ISSUER YES FOR FOR
and accounts for the YE 30 JUN 2008
PROPOSAL #2.: Re-elect Mr. Rajiv Gupta, who retires ISSUER YES FOR FOR
by rotation
PROPOSAL #3.: Re-elect Mr. Graham Mascall, who ISSUER YES FOR FOR
retires by rotation
PROPOSAL #4.: Elect Mr. Sean Gilbertson as a Director ISSUER YES FOR FOR
PROPOSAL #5.: Elect Mr. Finn Behnken as a Director ISSUER YES FOR FOR
PROPOSAL #6.: Re-appoint BDO Stoy Hayward as the ISSUER YES FOR FOR
Auditors
PROPOSAL #7.: Authorize the Directors to fix the ISSUER YES FOR FOR
Auditors' remuneration
PROPOSAL #8.: Authorize the Directors to allot equity ISSUER YES AGAINST AGAINST
securities
PROPOSAL #9.: Approve to disapply the statutory pre- ISSUER YES AGAINST AGAINST
emption provisions of the Companies Act
PROPOSAL #10.: Approve to change the name of the ISSUER YES FOR FOR
Company to Gemfields Plc
PROPOSAL #11.: Adopt the new Articles of Association ISSUER YES FOR FOR
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ISSUER: HARRY WINSTON DIAMOND CORP
TICKER: N/A CUSIP: 41587B100
MEETING DATE: 6/4/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Elect Mr. Matthew W. Barrett as a ISSUER YES FOR FOR
Director
PROPOSAL #1.2: Elect Mr. Thomas M. Boehlert as a ISSUER YES FOR FOR
Director
PROPOSAL #1.3: Elect Ms. Micheline Bouchard as a ISSUER YES FOR FOR
Director
PROPOSAL #1.4: Elect Mr. Robert A. Gannicott as a ISSUER YES FOR FOR
Director
PROPOSAL #1.5: Elect Mr. Noel Harwerth as a Director ISSUER YES FOR FOR
PROPOSAL #1.6: Elect Mr. Daniel Jarvis as a Director ISSUER YES FOR FOR
PROPOSAL #1.7: Elect Mr. Laurent E. Mommeja as a ISSUER YES FOR FOR
Director
PROPOSAL #1.8: Elect Mr. Thomas J. O'Neill as a ISSUER YES FOR FOR
Director
PROPOSAL #1.9: Elect Mr. J. Roger B. Phillimore as a ISSUER YES FOR FOR
Director
PROPOSAL #2.: Re-appoint KPMG LLP, Chartered ISSUER YES FOR FOR
Accountants, as the Auditors of the Corporation and
authorize the Directors to fix their remuneration
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ISSUER: HOCHSCHILD MNG PLC
TICKER: N/A CUSIP: G4611M107
MEETING DATE: 5/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the audited accounts of the ISSUER YES FOR FOR
Company for the YE 31 DEC 2008
PROPOSAL #2.: Approve the 2008 Directors' ISSUER YES FOR FOR
remuneration report
PROPOSAL #3.: Approve the final dividend ISSUER YES FOR FOR
PROPOSAL #4.: Elect Mr. Miguel Aramburu as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #5.: Elect Mr. Ignacio Rosado as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #6.: Re-elect Mr. Jorge Born Jr. as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #7.: Re-elect Mr. Nigel Moore as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #8.: Re-appoint Ernst & Young LLP as the ISSUER YES FOR FOR
Auditors
PROPOSAL #9.: Authorize the Audit Committee to set ISSUER YES FOR FOR
the Auditors' remuneration
PROPOSAL #10.: Authorize the Directors to allot shares ISSUER YES FOR FOR
PROPOSAL #S.11: Approve to disapply statutory pre- ISSUER YES FOR FOR
emption rights
PROPOSAL #S.12: Authorize the Company to make market ISSUER YES FOR FOR
purchases of its own shares
PROPOSAL #S.13: Grant authority for the general ISSUER YES FOR FOR
meetings other than AGMs to be called on not less
than 14 clear days' notice
PROPOSAL #S.14: Amend the Articles of Association to ISSUER YES FOR FOR
take effect on 01 OCT 2009
PROPOSAL #15.: Approve to revoke any deemed limit in ISSUER YES FOR FOR
the Articles of Association on the number of shares
the Company can allot
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ISSUER: ILUKA RES LTD
TICKER: N/A CUSIP: Q4875J104
MEETING DATE: 5/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Re-elect Mr. John Pizzey as a Director ISSUER YES FOR FOR
of the Company, who retires in accordance with
Article 17.2 of the Company's Constitution
PROPOSAL #2.: Adopt the remuneration report of the ISSUER YES FOR FOR
Company for the YE 31 DEC 2008, as specified
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ISSUER: IMERYS, PARIS
TICKER: N/A CUSIP: F49644101
MEETING DATE: 4/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Approve the Company's financial ISSUER YES FOR FOR
statements for the YE 31 DEC 2008, as presented
PROPOSAL #O.2: Approve the consolidated financial ISSUER YES FOR FOR
statements for the said FY, in the form presented to
the meeting
PROPOSAL #O.3: Approve the recommendations of the ISSUER YES FOR FOR
Board of Directors and resolves that the income for
the FY be appropriated as: income for the FY: EUR
87,063,223.02 prior retained earnings: EUR
350,763,429.98 distributable income: EUR
437,826,653.00 Global Dividend: EUR 62 ,786,590.00,
balance to the retained earnings after allocation :
EUR 375,040,063.00 the shareholders will receive a
net Dividend of EUR 1.00 per share, and will entitle
to the 40% deduction provided by the French Tax Code;
this Dividend will be paid on 07 JUL 2009; as
required by law, it is reminded that, for the last 3
FY, the Dividends paid, were as: EUR 1.65 for FY 2005
EUR 1.80 for FY 2006 EUR 1.90 for FY 2007
PROPOSAL #O.4: Approve, after hearing the special ISSUER YES AGAINST AGAINST
report of the Auditors on agreements and commitments
governed by Article L.225-40 of the French Commercial
Code, notices that there was no new agreement or
commitment granted by the Board of Directors for FY
2008 other than those approved by the combined
general meeting of 30 APR 2008, in accordance with
Articles L.22 5.38 and L.225-42-1 of the French
PROPOSAL #O.5: Approve to renew the appointment of ISSUER YES FOR FOR
Mr. Jacques Drijard as a Director, until the
shareholders' meeting called to approve the financial
statements in 2012 for the FY 2011
PROPOSAL #O.6: Approve to renew the appointment of ISSUER YES FOR FOR
Mr. Jocelyn Lefebvre as a Director, until the
shareholders' meeting called to approve the financial
statements in 2012 for the FY 2011
PROPOSAL #O.7: Approve to renew the appointment of ISSUER YES FOR FOR
Mr. Eric Le Moyne De Serigny as Director, until the
shareholders' meeting called to approve the financial
statements in 2012 for the FY 2011
PROPOSAL #O.8: Approve to renew the appointment of ISSUER YES FOR FOR
Mr. Gilbert Milan as a Director, until the
shareholders meeting called to approve the financial
statements in 2012 for the FY 2011
PROPOSAL #O.9: Ratify the appointment of Mr. Amaury ISSUER YES FOR FOR
De Seze as Director, to replace Mr. Paul Desmarais,
Jr., for the remainder of Mr. Paul Desmarais, Jr.'s
term of office, i.e. until the shareholders' meeting
called to approve the financial statements for the FY
PROPOSAL #O.10: Authorize the Board of Directors to ISSUER YES FOR FOR
trade, by all means, in the Company's shares on the
stock market, subject to the conditions described:
maximum purchase price : EUR 80.00, maximum number of
shares to be acquired: 10% of the share capital,
i.e. a number of 6,278,659 shares, maximum funds
invested in the share buybacks: EUR 502,000,000.00;
[Authority expires after 18 month period]; this
delegation of powers supersedes any and all earlier
delegations to the same effect, and to take all
necessary measures and accomplish all necessary
PROPOSAL #E.11: Authorize the Board of Directors to ISSUER YES AGAINST AGAINST
increase the share capital on 1 or more occasions, on
the French and, or the international market, and at
its sole discretion, by issuance, with the
shareholders' preferred subscription rights
maintained, of ordinary shares and, or any
securities, giving access by all means to ordinary
shares of the company or its subsidiaries' share
capital the global nominal amount of shares issued
under this delegation of authority shall not exceed
EUR 80,000,000.00; the nominal amount of debt
securities giving access to the share capital or to
be issued shall not exceed EUR 1,000,000,000.00; and
to take all necessary measures and accomplish all
necessary formalities; [Authority expires after 26
month period]; this delegation of powers supersedes
any and all earlier delegations to the same effect
PROPOSAL #E.12: Authorize the Board of Directors to ISSUER YES AGAINST AGAINST
increase the share capital on 1 or more occasions, on
the French and, or the international market, and at
its sole discretion, by issuance, with cancellation
of the shareholders' preferred subscription rights,
of ordinary shares and, or any securities, giving
access by all means to ordinary shares of the Company
or its subsidiaries' share capital. these ordinary
shares may be issued in consideration for securities
tendered in a public exchange offer initiated by the
Company; the global nominal amount of shares to be
issued under this delegation of authority shall not
exceed EUR 50 ,000,000.00; the nominal amount of debt
securities giving access to the share capital or to
be issued shall not exceed EUR 1,000,000,000.00; and
to take all necessary measures and accomplish all
necessary formalities; [Authority expires after 26
month period]; this delegation of powers supersedes
any and all earlier delegations to the same effect
PROPOSAL #E.13: Approve the shareholders' meeting ISSUER YES FOR FOR
delegates to the Board of Directors all powers in
order to increase the share capital, in one or more
occasions and at its sole discretion, by way of
capitalizing reserves, profits, premiums or other
means, provided that such capitalization is allowed
by Law and under the by Laws, by issuing bonus shares
or raising the par value of existing shares, or by a
combination of these methods; the global nominal
amount of shares to be issued under this delegation
of authority shall not exceed the amount of the
reserves, profits and premiums accounts existing at
the moment of the capital increase; the shareholders'
meeting delegates all powers to the Board of
Directors to take all necessary measures and
accomplish all necessary formalities; this
authorization is given for a 26-month period; this
delegation of powers supersedes any and all earlier
delegations to the same effectAuthorize the Board of
Directors all powers in order to increase the share
capital, in 1 or more occasions and at its sole
discretion, by way of capitalizing reserves, profits,
premiums or other means, provided that such
capitalization is allowed by Law and under the by
Laws, by issuing bonus shares or raising the par
value of existing shares, or by a combination of
these methods; the global nominal amount of shares to
be issued under this delegation of authority shall
not exceed the amount of the reserves, profits and
premiums accounts existing at the moment of the
capital increase; and to take all necessary measures
and accomplish all necessary formalities; [Authority
expires after 26 month period]; this delegation of
powers supersedes any and all earlier delegations to
PROPOSAL #E.14: Authorize the Board of Directors to ISSUER YES FOR FOR
increase the share capital on 1 or more occasions, at
its sole discretion, in France or abroad, up to a
maximum nominal amount of EUR 1,000,000,000.00, by
issuance of any debt hybrid securities; the nominal
amount of debt securities issued by virtue of
resolutions 11, 12 and 15 of the present meeting
shall count against the ceiling set for thin this
present resolution; and to take all necessary
measures and accomplish all necessary formalities;
[Authority expires after 26 month period]; this
delegation of powers supersedes any and all earlier
delegations to the same effect
PROPOSAL #E.15: Authorize the Board of Directors to ISSUER YES FOR FOR
increase the share capital, up to 10% of the share
capital per year, by way of issuing ordinary shares
or securities giving access to the capital, in
consideration for the contributions in kind granted
to the Company and comprised of capital securities or
securities giving access to share capital; the
shareholders' meeting decides to cancel the
shareholders' preferential subscription rights; the
nominal amount of shares to be issued by virtue of
this present resolution shall count against the
maximal nominal amount of shares issued set for thin
resolution 12; and to take all necessary measures and
accomplish all necessary formalities; [Authority
expires after 26 month period]; this delegation of
powers supersedes any and all earlier delegations to
the same effect
PROPOSAL #E.16: Authorize the Board of Directors, ISSUER YES AGAINST AGAINST
within the limit of 10% of the Company's share
capital per year, to set the issue price of the
ordinary shares or securities to be issued, in
accordance with the terms and conditions determined
by the shareholders' meeting; the nominal amount of
capital increase carried out by virtue of the present
resolution shall count against the maximum nominal
amount; [Authority expires after 26 month period]
PROPOSAL #E.17: Approve to decide that the overall ISSUER YES AGAINST AGAINST
nominal amount pertaining to: the issues of debt
securities to be carried out with the use of the
delegations given by resolutions 11, 12, 14, 15 and
16 shall not exceed EUR 1,000,000,000.00, the capital
increases to be carried out with the use of the
delegations given by resolutions 11, 12, 13 and 16
shall not exceed EUR 130,00 0,000.00
PROPOSAL #E.18: Authorize the Board of Directors to ISSUER YES FOR FOR
increase the share capital, on one or more occasions,
at its sole discretion, by issuance of ordinary
shares and ,or securities giving access by all means
to the Company's ordinary shares in favor of
employees and corporate officers of the Company and
its French or foreign subsidiaries; the shareholders'
meeting decides to cancel the shareholders'
preferential subscription rights in favor of
employees and corporate officers of the Company and
its French or foreign subsidiaries; the maximal
nominal amount of capital increases to be carried out
under this delegation of authority shall not exceed
EUR 1,600,000.00; the shareholders' meeting delegates
all powers to the Board of Directors to take all
necessary measures and accomplish all necessary
formalities; [Authority expires after 26 month
period]; this delegation of powers supersedes any and
all earlier delegations to the same effect
PROPOSAL #E.19: Authorize the Board of Directors to ISSUER YES FOR FOR
reduce the share capital, on one or more occasions,
by canceling all or part of the shares held by the
Company in connection with a stock repurchase plan,
up to a maximum of 10% of the share capital over a
24-month period; [Authority expires after 26 month
period]; and to take all necessary measures and
accomplish all necessary formalities; this delegation
of powers supersedes any and all earlier delegations
to the same effect
PROPOSAL #E.20: Grant full powers to the bearer of an ISSUER YES FOR FOR
original, a copy or extract of the minutes of this
meeting to carry out all filings, publications and
other formalities prescribed by Law
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ISSUER: IMPALA PLATINUM HOLDINGS LTD
TICKER: IMPUY CUSIP: 452553308
MEETING DATE: 10/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO RECEIVE AND CONSIDER THE FINANCIAL ISSUER YES FOR AGAINST
STATEMENTS FOR THE YEAR ENDED JUNE 30, 2008.
PROPOSAL #2A: TO RE-ELECT MV MENNELL AS DIRECTOR ISSUER YES FOR AGAINST
PROPOSAL #2B: TO RE-ELECT DH BROWN AS DIRECTOR ISSUER YES FOR AGAINST
PROPOSAL #2C: TO RE-ELECT TV MOKGATLHA AS DIRECTOR ISSUER YES FOR AGAINST
PROPOSAL #2D: TO RE-ELECT LJ PATON AS DIRECTOR ISSUER YES FOR AGAINST
PROPOSAL #2E: TO RE-ELECT LC VAN VUGHT AS DIRECTOR ISSUER YES FOR AGAINST
PROPOSAL #03: TO DETERMINE THE REMUNERATION OF NON ISSUER YES FOR AGAINST
EXECUTIVE DIRECTORS.
PROPOSAL #S4: TO AUTHORIZE THE RE-PURCHASE OF SHARES. ISSUER YES FOR AGAINST
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ISSUER: JOHNSON MATTHEY PLC, LONDON
TICKER: N/A CUSIP: G51604109
MEETING DATE: 7/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the Company's annual accounts ISSUER YES FOR FOR
for the FYE 31 MAR 2008 together with the Directors'
report and the Auditors' report on those accounts
PROPOSAL #2.: Approve and receive the Directors' ISSUER YES FOR FOR
remuneration report for the FYE 31 MAR 2008 and the
Auditors' report on the auditable part of the
Directors remuneration report
PROPOSAL #3.: Declare a final dividend of 26.0 pence ISSUER YES FOR FOR
per ordinary share in respect of to YE 31 MAR 2008
and payable to Members on the register at the close
of business on 13 JUN 2008
PROPOSAL #4.: Elect Mrs. DC. Thompson as a Director ISSUER YES FOR FOR
of the Company, who was appointed to the Board since
the last AGM and who retires in accordance with the
Company's Articles of Association
PROPOSAL #5.: Re-elect Mr. DW. Morgan as a Director ISSUER YES FOR FOR
of the Company, who retires by rotation
PROPOSAL #6.: Re-elect Mr. AM. Thomson as a Director ISSUER YES FOR FOR
of the Company, who retires by rotation
PROPOSAL #7.: Re-elect Mr. RJW. Walvis, as a Director ISSUER YES FOR FOR
of the Company, who retires by rotation
PROPOSAL #8.: Re-appoint KPMG Audit Plc as the ISSUER YES FOR FOR
Auditors of the Company to hold office from the
conclusion of this meeting until the conclusion of
the next general meeting at which accounts are laid
before the Company
PROPOSAL #9.: Approve the remuneration of the ISSUER YES FOR FOR
Auditors be determined by the Directors
PROPOSAL #10.: Auhorize the Company and all Companies ISSUER YES FOR FOR
which are subsidiaries of the Company during the
period when this Resolution 10 has effect in
accordance with Sections 366 and 367 of the Companies
Act 2006[the 2006 Act] to make political donations
to political parties or Independent election
candidates, as specified in the 2006 Act, not
exceeding EUR 50,000 in total; make political
donations to political organizations other than
political parties, as specified in the 2006 Act, not
exceeding EUR 50,000 in total; and incur political
expenditure, as defined in 2006 Act, not exceeding
EUR 50,000 [Authority expires the earlier during the
period beginning with the date of passing of this
resolution and ending on 31 JUL 2009, of the
conclusion of the AGM of the Company to be held in
2009 provided that the authorized sums referred to in
paragraphs [a], [b], [c ] and above, may be
comprised of 1 or more amounts in different
currencies which, for the purposes of calculating the
said sums, shall be converted into pounds sterling
at the exchange rate published in the London edition
of the financial times on the date on which the
relevant donation is made or expenditure incurred on
the day in which the Company enters into any contract
PROPOSAL #11.: Authorize the Directors, for the ISSUER YES FOR FOR
purpose of Section 80 of the Companies Act 1985,to
exercise all the powers of the Company to allot
relevant securities [Section 80] up to an aggregate
nominal amount of GBP 70,876,387; [Authority expires
at the conclusion of the next AGM of the Company];
and the Directors may allot relevant securities in
pursuance of such offer or agreement as if the
authority conferred hereby had not expired
PROPOSAL #S.12: Authorize the Directors, subject to ISSUER YES FOR FOR
the passing of Resolution 11, pursuant to Section 95
of the Act 1985 [the 1985 Act], to allot equity
securities [Section 94 (2) to Section 94(3A) of the
1985 Act] wholly for cash, pursuant to the authority
conferred by Resolution 11 above or by way of a sale
of treasury shares, disapplying the statutory pre-
emption rights [Section 89(1) of the Act], provided
that this power shall be limited to: a) in connection
with an offer of such securities by way of rights to
ordinary shares in proportion to their respective
holdings of such shares, but subject to such
exclusion or other agreements as the Directors may
deem necessary or expedient in relation to treasury
shares, fractional entitlements or any legal or
practical problems under the law of any territory or
the requirements of any regulatory body or stock
exchange; and otherwise than pursunat to sub
paragraph the aggregate nominal amount of GBP
11,033,680; [Authority expires at the conclusion next
AGM of the Company]; and the Company may make an
offer or agreement which requires equity securities
and the Directors may allot equity securities after
the expiry of this authority, this power applies in
relation to a sale of shares which is an allotment of
equity securities by virtue of Section 94(3A) of the
1985 Act as if in the first paragraph of this
resolution the words pursuant to the authority
conferred by Resolution 11 above were omitted
PROPOSAL #S.13: Authorize the Company, in accordance ISSUER YES FOR FOR
with Chapter VII of Part V of the Companies Act 1985
[the 1985 Act], to make market purchases [Section
163(3) of the 1985 Act] of its own ordinary shares,
the maximum aggregate number of ordinary shares up to
21,467,573 [representing 10% of the Company's issued
ordinary share capital as at 30 MAY 2008, excluding
treasury shares], at a minimum price of 100p [
excluding expenses] and up to 105% of the average
middle market quotations for such shares derived from
the London Stock Exchange Daily Official List, over
the previous 5 business days; immediately preceding
the day on which the ordinary shares is contracted to
be purchased [ excluding expenses] [Authority
expires at the conclusion of the next AGM of the
Company after the passing of this resolution]; but
the contract or contracts purchase may be made before
such expiry, may make a contract to purchase
ordinary shares which will or may be executed wholly
PROPOSAL #S.14: Adopt the New Articles of Association ISSUER YES FOR FOR
of the Company in substitution for and to the
exclusion of the existing Articles of Association of
the Company, as specified
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ISSUER: K + S AKTIENGESELLSCHAFT
TICKER: N/A CUSIP: D48164103
MEETING DATE: 5/13/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the financial ISSUER NO N/A N/A
statements and annual report for the 2008 FY with the
report of the Supervisory Board, the group financial
statements, the group annual report, and the reports
pursuant to sections 289(4) and 315(4) of the german
commercial code
PROPOSAL #2.: Resolution on the appropriation of the ISSUER NO N/A N/A
distribution profit of EUR 399,393,869.12 as follows:
payment of a dividend of EUR 2.40 per no-par share
EUR 3,393,869.12 shall be carried forward Ex-dividend
and payable date: 14 MAY 2009
PROPOSAL #3.: Ratification of the Acts of the Board ISSUER NO N/A N/A
of Managing Directors
PROPOSAL #4.: Ratification of the Acts of the ISSUER NO N/A N/A
Supervisory Board
PROPOSAL #5.: Appointment of Auditors for the 2009 ISSUER NO N/A N/A
FY: Deloitte + Touche GmbH, Hanover
PROPOSAL #6.: Resolution on the authorization to ISSUER NO N/A N/A
issue convertible and/or warrant Bonds, the creation
of contingent capital, and the correspondent
amendment to the Articles of Association, the
existing authorization approved by the shareholders,
meeting of 10 MAY 2006, to issue convertible and/or
warrant Bonds shall be revoked, the Board of Managing
Directors shall be authorized, with the consent of
the Supervisory Board, to issue registered and/or
bearer Bonds of up to EUR 1,500,000,000 conferring
convertible and/or Option Rights for shares of the
Company, on or before 12 MAY 2014, shareholders shall
be granted subscription rights except for the issue
of Bonds conferring convertible and/or option rights
for shares of the Company of up to 10% of the share
capital at a price not materially below their
theoretical market value, for the granting of such
rights to holders of convertible and/or option
rights, for residual amounts, and for the issue of
bonds for acquisition purposes, the Company's share
capital shall be increased accordingly by up to EUR
16,500,000 through the issue of up to 16,500,000 new
no-par shares, insofar as convertible and/or option
rights are exercised [contingent capital]
PROPOSAL #7.: Renewal of the authorization to acquire ISSUER NO N/A N/A
own shares the Company shall be authorized to
acquire own shares of up to 10% of its share capital,
at a price not differing more than 10% from the
market price of the shares, on or before 31 OCT 2010,
the Board of Managing Directors shall be authorized
to sell the shares on the Stock Exchange or by a
rights offering, to dispose of the shares in a manner
other than the Stock Exchange or an offer to all
shareholders if the shares are sold at a price not
materially below their market price, to use the
shares for acquisition purposes or for satisfying
option and convertible rights, and to retire the
PROPOSAL #8.: Amendment to Section 12 of the Article ISSUER NO N/A N/A
of Association in respect of the adjustment of the
remuneration for the Supervisory Board, as follows:
each Board Member shall receive a fixed annual
remuneration of EUR 55,000 plus a variable
remuneration of up to EUR 45,000, the Chairman shall
receive twice, and the Deputy Chairman one and a half
times, these amounts, Members of the Audit Committee
shall receive an additional fixed annual
remuneration of EUR 7,500 for their Committee
membership, the Committee Chairman shall receive
twice, the Deputy Committee Chairman one and a half
times, this amount, furthermore, each Supervisory
Board Member shall receive an attendance fee of EUR
500 per Supervisory Board meeting or Committee
meeting, at most EUR 1,000 per day
PROPOSAL #9.: Amendments to the Articles of ISSUER NO N/A N/A
Association in accordance with the law on the
implementation of the shareholder Rights Directive
[ARUG], as follows: a] Section 14(2) deletion b]
Section 15, in respect of shareholders registering
with the Company within the statutory period of time,
c] Section 17(1), in respect of each share giving
rise to one vote, and shareholders, voting rights
being exercised by a proxy, if requested
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ISSUER: KENMARE RESOURCES PLC
TICKER: N/A CUSIP: G52332106
MEETING DATE: 6/11/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the Directors' report, the ISSUER YES FOR FOR
financial statements and the Independent Auditors'
report thereon for the YE 31 DEC 2008
PROPOSAL #2.: Re-elect Mr. M. Carvill as a Director ISSUER YES FOR FOR
PROPOSAL #3.: Re-elect Mr. S. Farrell as a Director ISSUER YES AGAINST AGAINST
PROPOSAL #4.: Re-elect Mr. T. Lowrie as a Director ISSUER YES AGAINST AGAINST
PROPOSAL #5.: Re-elect Mr. C. Carvill as a Director ISSUER YES AGAINST AGAINST
PROPOSAL #6.: Re-elect Mr. I. Egan as a Director ISSUER YES AGAINST AGAINST
PROPOSAL #7.: Re-elect Ms. S. Bianchi as a Director ISSUER YES FOR FOR
PROPOSAL #8.: Authorize the Director's to fix the ISSUER YES FOR FOR
remuneration of the Auditors
PROPOSAL #9.: Authorize the Director's to allot ISSUER YES FOR FOR
relevant securities [Section 20]
PROPOSAL #S.10: Authorize the Director's to allot ISSUER YES FOR FOR
equity securities for cash [Section 23 and 24]
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LONMIN PUB LTD CO
TICKER: N/A CUSIP: G56350112
MEETING DATE: 1/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the report and accounts ISSUER YES FOR FOR
PROPOSAL #2.: Approve the Directors remuneration ISSUER YES FOR FOR
report
PROPOSAL #3.: Re-appoint the Auditors and approve the ISSUER YES FOR FOR
remuneration of the Auditors
PROPOSAL #4.: Re-elect Sir John Craven as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #5.: Re-elect Mr. Michael Hartnall as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #6.: Re-elect Mr. Roger Phillimore as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #7.: Grant authority to allot shares ISSUER YES FOR FOR
PROPOSAL #S.8: Approve to disapply the pre-emption ISSUER YES FOR FOR
rights
PROPOSAL #S.9: Authorize the Company to purchase its ISSUER YES FOR FOR
own shares
PROPOSAL #S.10: Adopt the new Articles of Association ISSUER YES FOR FOR
PROPOSAL #11.: Amend the rules of the Stay and ISSUER YES FOR FOR
Prosper Plan
PROPOSAL #12.: Amend the shareholder Value Incentive ISSUER YES FOR FOR
Plan
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MIL RESOURCES LIMITED
TICKER: N/A CUSIP: Q57223101
MEETING DATE: 11/18/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Adopt the remuneration report for the ISSUER YES AGAINST AGAINST
YE 30 JUN 2008
PROPOSAL #2.: Re-elect Mr. Malcolm Richmond as a ISSUER YES FOR FOR
Director, who retires in accordance with Article 12.3
PROPOSAL #3.: Re-elect Mr. John Haggman as a Director ISSUER YES AGAINST AGAINST
of the Company, in accordance with Article 12.6
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MINERALS TECHNOLOGIES INC.
TICKER: MTX CUSIP: 603158106
MEETING DATE: 5/20/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: KRISTINA M. JOHNSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL F. PASQUALE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN T. REID ISSUER YES FOR FOR
PROPOSAL #2: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
PROPOSAL #3: RATIFICATION OF THE ADOPTION OF THE 2001 ISSUER YES FOR FOR
STOCK AWARD AND INCENTIVE PLAN (AS AMENDED AND
RESTATED AS OF MARCH 18, 2009) TO INCREASE THE NUMBER
OF SHARES RESERVED AND AUTHORIZED FOR ISSUANCE
THEREUNDER.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MWANA AFRICA PLC, LONDON
TICKER: N/A CUSIP: G6360C107
MEETING DATE: 9/16/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive and adopt the Company's annual ISSUER YES FOR FOR
accounts for the FYE 31 MAR 2008 together with the
Directors' report and Auditors' report on those
accounts
PROPOSAL #2.: Re-appoint Mr. Ken Owen as a Director ISSUER YES FOR FOR
PROPOSAL #3.: Re-appoint Mr. Stuart Morris as a ISSUER YES AGAINST AGAINST
Director
PROPOSAL #4.: Re-appoint Mr. Peter Sydney-Smith as a ISSUER YES ABSTAIN AGAINST
Director
PROPOSAL #5.: Approve the Directors' remuneration ISSUER YES AGAINST AGAINST
report for the YE 31 MAR 2008
PROPOSAL #6.: Re-appoint KPMG Audit Plc as the ISSUER YES FOR FOR
Auditors to hold office from the conclusion of the
meeting to the conclusion of the next meeting at
which the accounts are laid before the Company
PROPOSAL #7.: Authorize the Directors to fix the ISSUER YES FOR FOR
remuneration of the Auditors
PROPOSAL #8.: Approve to increase the authorized ISSUER YES FOR FOR
share capital of the Company from GBP 55,300,000 to
GBP 65,000,000 by the creation of an additional
97,000,000 ordinary shares of 10 pence each ranking
pari passu with the existing ordinary shares of 10
pence each in the capital of the Company having
attached thereto the rights and being subject to the
restrictions set out in the Articles of Association
PROPOSAL #9.: Authorize the Directors, in ISSUER YES FOR FOR
substitution for any existing authority subsisting at
the date of this resolution [save to the extent that
the same may already have been exercised and for any
such powers granted by statute], to allot relevant
securities [Section 80 of the Companies Act 1985 [the
Act]] up to an aggregate nominal amount of GBP
15,272,925.70; [Authority expires the earlier of the
next AGM of the Company or 15 months after the
passing of this resolution]; and the Directors may
allot relevant securities in pursuance of such an
offer or agreement made prior to such expiry
PROPOSAL #S.10: Authorize the Directors, in ISSUER YES AGAINST AGAINST
substitution for any existing authority subsisting at
the date of this resolution [save to the extent that
the same may already have been exercised and for any
such powers granted by statute], subject to the
passing of Resolution 9 and pursuant to Section 95 of
the Act, to allot equity securities [Section 94[2]
and 94[3A] of the Act] of the Company for cash
pursuant to the general authority conferred on the
Directors pursuant to the Resolution 9, disapplying
the statutory pre-emption rights [Section 89(1)],
provided that this power is limited to: 1) the
allotment of equity securities which are offered to
all the holders of equity securities of the Company;
2) the grant or issue and allotment of up to
5,230,036 equity securities pursuant to the Mwana
Africa Share Option Scheme and/or the Mwana Africa
Share Incentive Scheme and/or the Mwana Africa
Employee Benefits Trust; and 3) up to an aggregate
nominal value of GBP 8,954,554; [Authority expires
the earlier of the conclusion of the next AGM of the
Company or 15 months after the passing of this
resolution]; and the Directors may allot equity
securities in pursuance of such an offer or agreement
PROPOSAL #S.11: Authorize the Company, generally and ISSUER YES FOR FOR
unconditionally for the purpose of Section 166 of the
Act, to make one or more market purchases [Section
163(3) of the Act] of up to 44,249,766 ordinary
shares of 10 pence per share each in the capital of
the Company, at a minimum price of 10 pence and up to
5% above the average of the middle market quotations
for ordinary shares derived from the London Stock
Exchange Daily Official List, over the previous 5
business days; [Authority expires the earlier of the
conclusion of the Company's next AGM or 15 months
after the passing of this resolution]; the Company,
before the expiry, may make a contract to purchase
ordinary shares which will or may be executed wholly
or partly after such expiry
PROPOSAL #S.12: Amend Articles 78, 96, 111.3 and 145 ISSUER YES FOR FOR
of the Articles of Association of the Company and by
the deletion and substitution of Article 48 and by
the insertion of a new Article 146 after existing
Article 145 as specified
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NEWMONT MINING CORPORATION
TICKER: NEM CUSIP: 651639106
MEETING DATE: 4/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: G.A. BARTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: V.A. CALARCO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.A. CARRABBA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: N. DOYLE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: V.M. HAGEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.S. HAMSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.J. MILLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.T. O'BRIEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.B. PRESCOTT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.C. ROTH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.V. TARANIK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. THOMPSON ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
NEWMONT'S INDEPENDENT AUDITORS FOR 2009.
PROPOSAL #03: CONSIDER AND ACT UPON A STOCKHOLDER SHAREHOLDER YES AGAINST FOR
PROPOSAL REGARDING SPECIAL MEETINGS, AS SET FORTH IN
THE ACCOMPANYING PROXY STATEMENT, IF INTRODUCED AT
THE MEETING.
PROPOSAL #04: CONSIDER AND ACT UPON A STOCKHOLDER SHAREHOLDER YES AGAINST FOR
PROPOSAL TO APPROVE MAJORITY VOTING FOR THE ELECTION
OF DIRECTORS IN A NON-CONTESTED ELECTION, AS SET
FORTH IN THE ACCOMPANYING PROXY STATEMENT, IF
INTRODUCED AT THE MEETING.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NORTHAM PLATINUM (PTY) LTD
TICKER: N/A CUSIP: S56540156
MEETING DATE: 11/6/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Elect Dr. N.J. Dlamini as a Director, ISSUER YES FOR FOR
who retire in accordance with the provisions of the
Company's Articles of Association
PROPOSAL #O.2: Elect Ms. E.T. Kgosi as a Director, ISSUER YES FOR FOR
who retire in accordance with the provisions of the
Company's Articles of Association
PROPOSAL #O.3: Elect Mr. R. Havenstein as a Director, ISSUER YES FOR FOR
who retire in accordance with the provisions of the
Company's Articles of Association
PROPOSAL #O.4: Approve, in terms of the Article 51 of ISSUER YES FOR FOR
the Company's Articles of Association, the specified
fees payable to the Non-Executive Directors of the
Company with effect from 01 JUL 2008 as follows:
Board: Board Chairman - ZAR 80,000 per annum; Board
Members - ZAR 40,000 per annum; and Board meeting
attendance fees - ZAR 26,000 per meeting; and Board
appointed Committees: Committee Chairmen - ZAR 30,000
per annum; Committee Members - ZAR 15,000 per annum;
and Committee meeting attendance fees - ZAR 10,000
per meeting
PROPOSAL #S.1: Adopt, the draft amended Articles of ISSUER YES FOR FOR
Association of Northam Platinum Limited, as
specified, the new Articles of Association of the
PROPOSAL #O.5: Approve to place the authorized but ISSUER YES FOR FOR
unissued shares of 1 cent each in the capital of the
Company, other than the 11,550,000 shares reserved
for the purposes of the Northam Share Option Scheme
under the control of the Directors in terms and
subject to the provisions of the Companies Act, and
further, authorize the Directors to allot and issue
all or any of these shares upon such terms and
conditions as they may determine or deem fit, subject
to the provisions of the Companies Act, 1973 [Act 61
of 1973], as amended, and the Listings Requirements
of the JSE Limited
PROPOSAL #O.6: Authorize the Directors of the ISSUER YES AGAINST AGAINST
Company, in terms of the Listings Requirements of the
JSE Limited [JSE] and subject to the requirements of
Section 90 of the Companies Act, 1973 [Act 61 of
1973], as amended, to make payments to shareholders
subject to the conditions namely: to make payments to
shareholders from time to time up to a maximum of
20% of the Company's issued share capital, including
reserves but excluding minority interests, and re-
valuations of assets and intangible assets that are
not supported by a valuation by an independent
professional expert acceptable to the JSE prepared
within the last 6 months, in any 1 FY, measured as at
the beginning of such FY; [Authority expires the
earlier of the Company's next AGM or 15 months]
PROPOSAL #S.2: Authorize the Company [or one of its ISSUER YES FOR FOR
wholly-owned subsidiaries], by way of a general
approval, to acquire the Company's own shares, upon
such terms and conditions and in such amounts as the
Directors may from time to time decide, but subject
to the provisions of the Companies Act, 1973 [Act 61
of 1973], as amended, and the Listings Requirements
of the JSE limited [JSE], and subject further to the
terms and conditions: any acquisition of shares must
be effected through the order book operated by the
JSE trading system and done without any prior
understanding or arrangement between the Company and
the counter-party [reported trades are prohibited];
at any one time, the Company may only appoint 1 agent
to effect any acquisition; the acquisition of shares
will not take place during a closed period and will
not affect compliance with the shareholder spread
requirements as laid down by the JSE; an announcement
shall be published as soon as the Company has
cumulatively acquired 3% of the initial number [the
number of that class of share in issue at the time
that the general authority is granted] of the
relevant class of securities and for each 3% in
aggregate of the initial number of that class
acquired thereafter, containing full details of such
acquisitions; acquisitions of shares by the Company
in aggregate in any 1 FY may not exceed 20% of the
Company's issued share capital as at the date of
passing of this special resolution or 10% of the
Company's issued share capital in the case of an
acquisition of shares in the Company by a subsidiary
of the Company; acquisitions may not be made at a
price greater than 10% above the weighted average of
the market value of the shares for the 5 business
days immediately preceding the date on which the
transaction was effected; [Authority expires the
earlier of the Company's next AGM or 15 months]
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PATRIOT COAL CORP
TICKER: PCX CUSIP: 70336T104
MEETING DATE: 7/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: THE APPROVAL OF THE ISSUANCE OF UP TO ISSUER YES FOR FOR
11,901,729 SHARES OF PATRIOT COAL CORPORATION COMMON
STOCK TO THE HOLDERS OF COMMON STOCK OF MAGNUM COAL
COMPANY PURSUANT TO THE AGREEMENT AND PLAN OF MERGER
DATED AS OF APRIL 2, 2008, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PETER HAMBRO MINING PLC, LONDON
TICKER: N/A CUSIP: G5555S109
MEETING DATE: 3/25/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the proposed acquisition ISSUER YES FOR FOR
[Acquisition] by the Company of Aricom plc [Aricom]
to be effected pursuant to a scheme of arrangement
[Scheme] under Sections 895 to 899 of the Companies
Act 2006 or takeover offer made by or on behalf of
the Company Substantially on the terms and subject to
the conditions summarized as specified; including
the acquisition of shares in Aricom from sertain
Directors and/or persons related to them and
authorize the Directors [or any duly constituted
committee thereof] [Board] to take all such steps as
the board considers to be necessary or desirable in
connection with and to implement the Acquisition
[including arrangements in respect of options and
warrants granted in relation to Aricom securities];
and to agree such modifications, variations,
revisions, waivers, extensions or amendments to any
of the terms and conditions of the Acquisition and or
to any documents relating thereto as they may in
their absolute discretion think fit; and subject to
the court sanctioning the scheme: approve to increase
the authorized share capital of the Company from GBP
1,200,000 to GBP 3,500,000 by the creation of
230,000,000 additional ordinary share of GBP 0.01
each [ordinary share]; authorize the Directors, in
addition to all subsisting authorities and in
accordance with Section 80 of the Companies Act 1985,
to allot relevant securities [within the meaning of
said Section 80] up to an aggregate nominal amount of
GBP 739,290; a) as the Company and Aricom may with
the consent of the Takeover Panel agree and [if
required] the Court may allow or b) and the Directors
may allot relevant securities after the expiry of
this authority in pursuance of such an offer or
PROPOSAL #S.2: Authorize the Directors, subject to ISSUER YES FOR FOR
Resolution 1 being passed, in addition to all
subsisting authorities and in accordance with Section
80 of the Companies Act 1985[Act], to allot relevant
securities [with the meaning of the said Section 80]
up to an aggregate nominal amount of GBP 1,203,092;
and authorize the Directors, pursuant to Section 95
of the Act 1985, to allot equity securities [with the
meaning of Section 94 of Act] for cash pursuant to
the authority given in accordance with section 80 of
the Act , to allot equity securities where such
allotment constitutes an allotment of securities by
virtue of Section 94[3] of the Act; as if section
89[1] of the Act did not apply to any such allotment
provided that this power shall be limited to
allotment of equity securities; a) in connection with
or the subject of an offer or invitation including a
rights issue or open or equivalent offer open for
acceptance for a period fixed by the directors to
holders of ordinary shares of GBP 0.01 each [Ordinary
shares] b) pursuant to the terms of any share option
scheme adopted by the company [and any ordinary
shares acquired or held by the Company in treasury
may be transferred in satisfaction of the exercise of
options under any of the Company's share option
schemes]; c) [otherwise than pursuant to this
resolution up an aggregate nominal amount of GBP
180,462; [Authority expires at the conclusion of the
AGM of the Company in 2009]; and the Directors may
allot equity securities after the expiry of this
authority in pursuance of such an offer or agreement
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ISSUER: PETER HAMBRO MINING PLC, LONDON
TICKER: N/A CUSIP: G5555S109
MEETING DATE: 6/25/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the accounts and the reports of ISSUER YES FOR FOR
the Directors and the Auditors thereon
PROPOSAL #2.: Approve the Directors' remuneration ISSUER YES FOR FOR
report
PROPOSAL #3.: Appoint Deloitte LLP as the Auditors ISSUER YES FOR FOR
and authorize the Directors to fix their remuneration
PROPOSAL #4.: Re-elect Sir Malcolm Field as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #5.: Re-elect Sir Roderic Lyne as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #6.: Re-elect Mr. Brian Egan as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #7.: Re-elect Mr. Peter Hambro as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #8.: Re-elect Mr. Peter Hill Wood as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #9.: Authorize the Directors to allot shares ISSUER YES FOR FOR
PROPOSAL #S.10: Approve to disapply statutory pre- ISSUER YES FOR FOR
emption rights
PROPOSAL #S.11: Authorize the Company to purchase ISSUER YES FOR FOR
shares
PROPOSAL #12.: Approve the Company's Long Term ISSUER YES FOR FOR
Incentive Plan
PROPOSAL #S.13: Adopt new Articles of Association ISSUER YES FOR FOR
PROPOSAL #S.14: Approve a resolution to allow General ISSUER YES FOR FOR
meetings to be called on not less than 14 days'
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PT INTERNATIONAL NICKEL INDONESIA INCO
TICKER: N/A CUSIP: Y39128148
MEETING DATE: 4/17/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the Board of Directors report ISSUER YES FOR FOR
PROPOSAL #2.: Approve the Board of Commissioners ISSUER YES FOR FOR
report
PROPOSAL #3.: Approve and ratify the Company ISSUER YES FOR FOR
financial report for book year 2008
PROPOSAL #4.: Approve to utilize the net Company's ISSUER YES FOR FOR
profit for book year 2008
PROPOSAL #5.: Appoint the Board of Commissioners ISSUER YES AGAINST AGAINST
PROPOSAL #6.: Appoint the Board of Directors ISSUER YES AGAINST AGAINST
PROPOSAL #7.: Approve the remuneration for the Board ISSUER YES FOR FOR
of Commissioners
PROPOSAL #8.: Authorize the Board of Commissioners to ISSUER YES FOR FOR
determine salary and other remuneration for the
Board of Directors
PROPOSAL #9.: Authorize the Board of Directors to ISSUER YES FOR FOR
appoint the Independent Public Accountant to Audit
Company's books for book year 2009 and approve to
determine their honorarium
PROPOSAL #10.: Other matter ISSUER NO N/A N/A
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ISSUER: PT INTERNATIONAL NICKEL INDONESIA INCO
TICKER: N/A CUSIP: Y39128148
MEETING DATE: 4/17/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the general meeting of ISSUER YES FOR FOR
receiving of short term credit facility revolving
from Vale International SA up to USD 250,000,000.00
the transaction related material transaction
PROPOSAL #2.: Approve the independent shareholders of ISSUER YES FOR FOR
receiving of short term credit facility revolving
from Vale International SA up to USD 250,000,000.00
as specified
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ISSUER: PT INTERNATIONAL NICKEL INDONESIA TBK
TICKER: N/A CUSIP: Y39128148
MEETING DATE: 8/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the amendments to the Company's ISSUER YES FOR FOR
Articles of Association to conform to Law no.40/2007
on Limited Liability Companies, the BAPEPAM LK'S
Regulation no. IX J 1 on the principles of the
Company's Article of Association for Public Listed
Company and Corporate Governance Principles
PROPOSAL #2.: Authorize the Board of Directors of the ISSUER YES FOR FOR
Company , jointly or individually, with the rights
of substitution, to conduct all necessary acts in
connection with the amendment of the Articles of
Association of the Company, to restate the
resolutions of the meeting in a statement of the
meeting resolution before the Notary, to authorize
the Notary to request the ratification and approval
and submit notification to the Ministry of Law and
Human Rights of the Republic of Indonesia, and
generally, to perform and any of all acts deemed
necessary or appropriate to be done to achieve
effectiveness on the amendment of the Articles of
PROPOSAL #3.: Appoint the Members to the Board of ISSUER YES FOR FOR
Directors
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ISSUER: PT INTERNATIONAL NICKEL INDONESIA TBK
TICKER: N/A CUSIP: Y39128148
MEETING DATE: 12/5/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Appoint the Members of the Director ISSUER YES FOR FOR
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ISSUER: PT INTERNATIONAL NICKEL INDONESIA TBK
TICKER: N/A CUSIP: Y39128148
MEETING DATE: 2/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Appoint the Member of the Board of ISSUER YES AGAINST AGAINST
Commissioner
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ISSUER: SCHNITZER STEEL INDUSTRIES, INC.
TICKER: SCHN CUSIP: 806882106
MEETING DATE: 1/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT S. BALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN D. CARTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH M. NOVACK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEAN S. REYNOLDS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TAMARA L. LUNDGREN ISSUER YES FOR FOR
PROPOSAL #2: TO APPROVE A PROPOSED AMENDMENT TO THE ISSUER YES AGAINST AGAINST
1993 STOCK INCENTIVE PLAN.
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ISSUER: SHERRITT INTL CORP
TICKER: N/A CUSIP: 823901103
MEETING DATE: 5/21/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Elect Mr. Ian W. Delaney as a Director ISSUER YES FOR FOR
PROPOSAL #1.2: Elect Mr. Michael F. Garvey as a ISSUER YES FOR FOR
Director
PROPOSAL #1.3: Elect Hon. Marc Lalonde as a Director ISSUER YES FOR FOR
PROPOSAL #1.4: Elect Mr. Edythe A. [Dee] Marcoux as a ISSUER YES FOR FOR
Director
PROPOSAL #1.5: Elect Mr. Bernard Michel as a Director ISSUER YES FOR FOR
PROPOSAL #1.6: Elect Mr. Daniel P. Owen as a Director ISSUER YES FOR FOR
PROPOSAL #1.7: Elect Sir. Patrick Sheehy as a Director ISSUER YES FOR FOR
PROPOSAL #1.8: Elect Mr. Jowdat Waheed as a Director ISSUER YES FOR FOR
PROPOSAL #2.: Re-appoint Deloitte & Touche LLP as the ISSUER YES FOR FOR
Auditors and authorize the Directors to fix their
remuneration
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ISSUER: SIMS GROUP LTD
TICKER: N/A CUSIP: Q8505L116
MEETING DATE: 11/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the financial statements of ISSUER NO N/A N/A
Sims Group Limited [the Company] and its controlled
entities for the YE 30 JUN 2008 and the related
Directors' report, Directors' declaration and the
Auditor's report
PROPOSAL #2.1: Re-elect Mr. Jeremy Sutcliffe as an ISSUER YES FOR FOR
Executive Director of the Company, who retires by
rotation at the AGM in accordance with the Company's
Constitution and the ASX Listing Rules
PROPOSAL #2.2: Re-elect Mr. Norman Bobins as an ISSUER YES FOR FOR
Independent Non-Executive Director of the Company,
who retires at the AGM in accordance with the
Company's Constitution and the ASX Listing Rules
PROPOSAL #2.3: Re-elect Mr. Gerald Morris as an ISSUER YES FOR FOR
Independent Non-Executive Director of the Company,
who retires at the AGM in accordance with the
Company's Constitution and the ASX Listing Rules
PROPOSAL #2.4: Re-elect Mr. Robert Lewon as an ISSUER YES FOR FOR
Independent Non-Executive Director of the Company,
who retires at the AGM in accordance with the
Company's Constitution and the ASX Listing Rules
PROPOSAL #3.: Approve, for the purposes of ASX ISSUER YES AGAINST AGAINST
Listing Rules 7.1 and 10.14 for Mr. Jeremy Sutcliffe,
Executive Director, to have issued to him
performance rights [Performance Rights] numbering
44,440 and options [Options] numbering 135,435, and
the issue of any Sims Group Limited ordinary shares
upon the exercise of those Performance Rights and
Options under the terms of the Sims Group Long Term
Incentive Plan as specified
PROPOSAL #4.: Approve, for the purposes of ASX ISSUER YES AGAINST AGAINST
Listing Rules 7.1 and 10.14 for Mr. Daniel Dienst,
the Group Chief Executive Officer, to have issued to
him 61,092 Performance Rights and 181,654 Options,
and the issue of any Sims Group Limited ordinary
shares upon the exercise of those Performance Rights
and Options under the terms of the Sims Group Long
Term Incentive Plan as specified
PROPOSAL #S.5: Approve to change the name of the ISSUER YES FOR FOR
Company to Sims Metal Management Limited
PROPOSAL #6.: Adopt the Remuneration Report for the ISSUER YES FOR FOR
YE 30 JUN 2008 [as specified]
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ISSUER: ST BARBARA LTD
TICKER: N/A CUSIP: Q8744Q108
MEETING DATE: 11/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Adopt the remuneration report for the ISSUER YES AGAINST AGAINST
YE 30 JUN 2008 as specified
PROPOSAL #2.: Re-elect Mr. Douglas Weir Bailey as a ISSUER YES FOR FOR
Director of the Company, who retires pursuant to Rule
6.3(b) of the Company's Constitution
PROPOSAL #3.: Elect Mr. Robert Keith Rae as a ISSUER YES FOR FOR
Director of the Company, who retires pursuant to Rule
6.3(j) of the Company's Constitution
PROPOSAL #4.: Ratify the issue on 24 JUN 2008 of ISSUER YES FOR FOR
15,000,000 ordinary shares in the capital of the
Company to institutional and professional investors,
as specified
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ISSUER: ST BARBARA LTD
TICKER: N/A CUSIP: Q8744Q108
MEETING DATE: 5/5/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Ratify, for the purposes of Listing ISSUER YES FOR FOR
Rule 7.4 and for all other purposes, the issue on 03
MAR 2009 of 189,600,000 ordinary shares in the
capital of the Company to institutional and
professional investors, the terms as specified
PROPOSAL #2.: Approve, for the purposes of Listing ISSUER YES FOR FOR
Rule 10.11 and for all other purposes, in part
consideration of his employment as Managing Director
and Chief Executive Officer of the Company, Mr. Tim
Lehany be issued options to acquire ordinary shares
in the capital of the Company, on the terms and
conditions as specified
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ISSUER: ZAMBEZI RESOURCES LTD, HAMILTON
TICKER: N/A CUSIP: G98841102
MEETING DATE: 7/31/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Re-elect Mr. Brian Rear ISSUER YES FOR FOR
PROPOSAL #2.: Re-elect Mr. Jeremy Wrathall ISSUER YES FOR FOR
PROPOSAL #3.: Re-elect Mr. Julian Ford ISSUER YES AGAINST AGAINST
PROPOSAL #4.: Re-elect Mr. Geoffrey Johnson ISSUER YES FOR FOR
PROPOSAL #5.: Approve the issue of options to the ISSUER YES AGAINST AGAINST
Directors
PROPOSAL #6.: Approve the issue of options to the ISSUER YES AGAINST AGAINST
employees
PROPOSAL #7.: Appoint Deloitte as the Auditor ISSUER YES FOR FOR
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ISSUER: ZAMBEZI RESOURCES LTD, HAMILTON
TICKER: N/A CUSIP: G98841102
MEETING DATE: 3/9/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve to increase the authorized ISSUER YES FOR FOR
share capital
PROPOSAL #2.: Ratify the Placement [Tranche 1] ISSUER YES FOR FOR
PROPOSAL #3.: Approve the Placement [Tranche 2] ISSUER YES FOR FOR
PROPOSAL #4.: Approve the issue of Convertible Note ISSUER YES FOR FOR
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ISSUER: ZAMBEZI RESOURCES LTD, HAMILTON
TICKER: N/A CUSIP: G98841102
MEETING DATE: 6/22/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the share issue to creditors ISSUER YES FOR FOR
PROPOSAL #2.: Approve the placement of shares ISSUER YES FOR FOR
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
VANGUARD SPECIALIZED FUNDS
By: /s/F. William McNabb III
(Heidi Stam)
F. William McNabb III*
President, Chief Executive Officer and Trustee
Date: August 27, 2009
* By Power of Attorney. Filed on July 24, 2009, see File Number 2-88373.
Incorporated by Reference.
