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, 2012 - JUNE 30, 2013
FUND: VANGUARD PRECIOUS METALS AND MINING FUND
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ISSUER: Alacer Gold Corp.
TICKER: AQG CUSIP: 010679108
MEETING DATE: 6/11/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR TIMOTHY J. HADDON ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR DAVID F. QUINLIVAN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR JAN A. CASTRO ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR STEPHANIE J. UNWIN ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR EDWARD C. DOWLING, JR. ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR ROHAN I. WILLIAMS ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR RICHARD P. GRAFF ISSUER YES FOR FOR
PROPOSAL #2: APPROVE PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #3: APPROVE SHAREHOLDER RIGHTS PLAN ISSUER YES FOR FOR
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ISSUER: AMCOL International Corporation
TICKER: ACO CUSIP: 02341W103
MEETING DATE: 5/16/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JAY D. PROOPS ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR WILLIAM H. SCHUMANN, III ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR PAUL C. WEAVER ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
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ISSUER: Apex Minerals NL
TICKER: �� AXM CUSIP: Q04378107
MEETING DATE: 7/24/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: RATIFY THE PAST ISSUANCE OF 550 MILLION ISSUER YES FOR FOR
OPTIONS, ON A PRE-CONSOLIDATION BASIS, TO AMNL
FINANCING PTY LTD AS PART OF THE CONSIDERATION FOR
THE PROVISION OF THE FACILITY
PROPOSAL #2: APPROVE THE ISSUANCE OF 54.83 MILLION ISSUER YES FOR FOR
OPTIONS TO THE METAL GROUP PTY LTD AS PART OF THE
CONSIDERATION FOR THE PROVISION OF SERVICES
PROPOSAL #3: APPROVE THE GRANT OF 9.16 MILLION ISSUER YES FOR FOR
OPTIONS TO EDUARD ESHUYS, A DIRECTOR OF THE COMPANY
PROPOSAL #4: APPROVE THE GRANT OF 2 MILLION OPTIONS ISSUER YES FOR FOR
TO ROSS HUTTON, A DIRECTOR OF THE COMPANY
PROPOSAL #5: APPROVE THE GRANT OF 2 MILLION OPTIONS ISSUER YES FOR FOR
TO BRICE MUTTON, A DIRECTOR OF THE COMPANY
PROPOSAL #6: APPROVE THE GRANT OF 2 MILLION OPTIONS ISSUER YES FOR FOR
TO KIM ROBINSON, A DIRECTOR OF THE COMPANY
PROPOSAL #7: APPROVE THE GRANT OF 2 MILLION OPTIONS ISSUER YES FOR FOR
TO MATTHEW SHELDRICK, A DIRECTOR OF THE COMPANY
PROPOSAL #8: APPROVE THE ISSUANCE OF 35.18 MILLION ISSUER YES FOR FOR
OPTIONS TO DRUMMOND GOLD LTD AS PART OF THE
CONSIDERATION FOR THE PROVISION OF SERVICES
PROPOSAL #9: APPROVE THE GRANT OF 7 MILLION OPTIONS ISSUER YES FOR FOR
TO SENIOR CONTRACT MANAGEMENT OF THE COMPANY AS PART
OF THEIR REMUNERATION
PROPOSAL #10: APPROVE THE GRANT OF 1 MILLION SHARES ISSUER YES FOR FOR
TO AZURE CAPITAL INVESTMENTS PTY LTD AS CONSIDERATION
FOR THE PROVISION OF SERVICES
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ISSUER: Apex Minerals NL
TICKER: AXM CUSIP: Q04378107
MEETING DATE: 8/31/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: RATIFY PAST ISSUANCE OF 24.91 MILLION ISSUER YES FOR FOR
SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS
PROPOSAL #2: APPROVE ISSUANCE OF UP TO 1.25 MILLION ISSUER YES FOR FOR
SHARES TO AZURE CAPITAL INVESTMENTS PTY LTD
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ISSUER: Apex Minerals NL
TICKER: AXM CUSIP: Q04378107
MEETING DATE: 11/28/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE ADOPTION OF THE REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #2: ELECT EDUARD ESHUYS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: ELECT BRICE MUTTON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: ELECT ROSS HUTTON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: ELECT KIM ROBINSON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: APPROVE THE ISSUANCE OF UP TO 10 PERCENT ISSUER YES AGAINST AGAINST
OF THE COMPANY'S ISSUED CAPITAL
PROPOSAL #7: RATIFY THE PAST ISSUANCE OF 28 MILLION ISSUER YES ABSTAIN AGAINST
SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS
WHO WERE CLIENTS OF AZURE CAPITAL AND MORGAN STANLEY
SMITH BARNEY
PROPOSAL #8: APPROVE THE EMPLOYEE SHARE OPTION PLAN ISSUER YES FOR FOR
PROPOSAL #9: APPROVE THE GRANT OF UP TO 5.50 MILLION ISSUER YES FOR FOR
OPTIONS TO AR MANAGEMENT CO PTY LTD
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ISSUER: Aquila Resources Ltd.
TICKER: AQA CUSIP: Q0460J103
MEETING DATE: 11/30/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DAI ZHIHAO AS DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #2: APPROVE THE ADOPTION OF THE REMUNERATION ISSUER YES FOR FOR
REPORT
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ISSUER: Barrick Gold Corporation
TICKER: ABX CUSIP: 067901108
MEETING DATE: 4/24/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR HOWARD L. BECK ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR WILLIAM D. BIRCHALL ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR DONALD J. CARTY ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR GUSTAVO CISNEROS ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR ROBERT M. FRANKLIN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR J. BRETT HARVEY ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR DAMBISA MOYO ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR BRIAN MULRONEY ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR ANTHONY MUNK ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR PETER MUNK ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR STEVEN J. SHAPIRO ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR JAMIE C. SOKALSKY ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR JOHN L. THORNTON ISSUER YES FOR FOR
PROPOSAL #2: APPROVE PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #3: ADVISORY VOTE ON EXECUTIVE COMPENSATION ISSUER YES AGAINST AGAINST
APPROACH
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ISSUER: Bear Creek Mining Corporation
TICKER: BCM CUSIP: 07380N104
MEETING DATE: 5/29/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: FIX NUMBER OF DIRECTORS AT SEVEN ISSUER YES FOR FOR
PROPOSAL #2.1: ELECT DIRECTOR CATHERINE MCLEOD-SELTZER ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR ANDREW T. SWARTHOUT ISSUER YES FOR FOR
PROPOSAL #2.3: ELECT DIRECTOR DAVID DE WITT ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT DIRECTOR MIGUEL GRAU ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT DIRECTOR KEVIN MORANO ISSUER YES FOR FOR
PROPOSAL #2.6: ELECT DIRECTOR NOLAN WATSON ISSUER YES FOR FOR
PROPOSAL #2.7: ELECT DIRECTOR FRANK R. TWEDDLE ISSUER YES FOR FOR
PROPOSAL #3: APPROVE PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #4: RE-APPROVE STOCK OPTION PLAN ISSUER YES FOR FOR
PROPOSAL #5: ALLOW ELECTRONIC DISTRIBUTION OF COMPANY ISSUER YES FOR FOR
COMMUNICATIONS
PROPOSAL #6: APPROVE ADVANCE NOTICE POLICY ISSUER YES FOR FOR
PROPOSAL #7: OTHER BUSINESS ISSUER YES AGAINST AGAINST
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ISSUER: Belo Sun Mining Corp
TICKER: BSX CUSIP: 080558109
MEETING DATE: 5/22/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR STAN BHARTI ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR HELIO DINIZ ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR MARK EATON ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR CLAY LIVINGSTON HOES ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR C. JAY HODGSON ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR RUI BOTICA SANTOS ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR CATHERINE STRETCH ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR PETER TAGLIAMONTE ISSUER YES FOR FOR
PROPOSAL #2: APPROVE COLLINS BARROW LLP AS AUDITORS ISSUER YES FOR FOR
AND AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #3: APPROVE ADVANCE NOTICE POLICY ISSUER YES FOR FOR
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ISSUER: Bougainville Copper Ltd.
TICKER: BOC CUSIP: Y09434104
MEETING DATE: 4/8/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES AGAINST AGAINST
STATUTORY REPORTS
PROPOSAL #2(i): ELECT CAROL KIDU AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: APPOINT AUDITORS OF THE COMPANY AND ISSUER YES FOR FOR
AUTHORIZE THE BOARD TO FIX THE AUDITORS' REMUNERATION
PROPOSAL #4: OTHER BUSINESS ISSUER YES AGAINST AGAINST
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ISSUER: Centerra Gold Inc.
TICKER: CG CUSIP: 152006102
MEETING DATE: 5/10/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR IAN ATKINSON ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR RICHARD W. CONNOR ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR RAPHAEL A. GIRARD ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR KARYBEK U. IBRAEV ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR STEPHEN A. LANG ISSUER YES WITHHOLD AGAINST
PROPOSAL #1.6: ELECT DIRECTOR JOHN W. LILL ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR AMANGELDY M. MURALIEV ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR SHERYL K. PRESSLER ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR TERRY V. ROGERS ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR BRUCE V. WALTER ISSUER YES FOR FOR
PROPOSAL #2: APPROVE KPMG LLP AS AUDITORS AND ISSUER YES FOR FOR
AUTHORIZE BOARD TO FIX THEIR REMUNERATION
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ISSUER: Claude Resources Inc.
TICKER: CRJ CUSIP: 182873109
MEETING DATE: 5/9/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR TED J. NIEMAN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR RONALD J. HICKS ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR J. ROBERT KOWALISHIN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR RAY A. MCKAY ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR RITA M. MIRWALD ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR MIKE SYLVESTRE ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR BRIAN R. BOOTH ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR NEIL MCMILLAN ISSUER YES FOR FOR
PROPOSAL #2: APPROVE KPMG LLP AS AUDITORS AND ISSUER YES FOR FOR
AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #3: RE-APPROVE STOCK OPTION PLAN ISSUER YES FOR FOR
PROPOSAL #4: AMEND EMPLOYEE SHARE PURCHASE PLAN ISSUER YES FOR FOR
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ISSUER: Cudeco Ltd
TICKER: CDU CUSIP: Q3046H120
MEETING DATE: 11/29/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE ADOPTION OF THE REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #2: ELECT PETER HUTCHISON AS A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #3: ELECT GERALD LAMBERT AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: ELECT HONGWEI LIU AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: APPROVE THE INCREASE IN MAXIMUM ISSUER YES FOR FOR
AGGREGATE REMUNERATION OF NON-EXECUTIVE DIRECTORS
PROPOSAL #6: APPROVE THE ISSUANCE OF UP TO 3.33 ISSUER YES FOR FOR
MILLION SHARES TO SINOSTEEL EQUIPMENT AND ENGINEERING
CO. LTD
PROPOSAL #7: APPROVE THE ISSUANCE OF UP TO 600,000 ISSUER YES FOR FOR
SHARES TO SHINEFLY SHIPPING CO., LTD
PROPOSAL #8: APPROVE THE SPILL RESOLUTION ISSUER YES AGAINST FOR
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ISSUER: Discovery Metals Ltd.
TICKER: DML CUSIP: Q3192G124
MEETING DATE: 11/16/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE ADOPTION OF THE REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #2: ELECT GORDON GALT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: ELECT JOHN SHAW AS DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #4: ELECT NIALL LENAHAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: APPROVE THE GRANT OF UP TO 500,000 ISSUER YES FOR FOR
PERFORMANCE RIGHTS TO STUART BRADLEY SAMPSON,
MANAGING DIRECTOR OF THE COMPANY
PROPOSAL #6: APPROVE THE INCREASE IN MAXIMUM ISSUER YES FOR N/A
AGGREGATE REMUNERATION OF NON-EXECUTIVE DIRECTORS
PROPOSAL #7: RATIFY THE PAST ISSUANCE OF 41.67 ISSUER YES FOR FOR
MILLION FULLY PAID ORDINARY SHARES TO SOPHISTICATED
AND INSTITUTIONAL INVESTOR CLIENTS OF UBS, AUSTRALIA
PROPOSAL #8: APPROVE THE AMENDMENTS TO THE COMPANY'S ISSUER YES FOR FOR
CONSTITUTION
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ISSUER: Drummond Gold Ltd.
TICKER: DGO CUSIP: Q3278F107
MEETING DATE: 11/14/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE ADOPTION OF THE REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #2: ELECT BRICE MUTTON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: APPROVE THE PROPORTIONAL TAKEOVER ISSUER YES FOR FOR
PROVISIONS
PROPOSAL #4: APPROVE ISSUANCE OF UP TO 10 PERCENT OF ISSUER YES FOR FOR
THE COMPANY'S ISSUED CAPITAL
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ISSUER: Eldorado Gold Corporation
TICKER: ELD CUSIP: 284902103
MEETING DATE: 5/2/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR K. ROSS CORY ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR ROBERT R. GILMORE ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR GEOFFREY A. HANDLEY ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR WAYNE D. LENTON ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR MICHAEL A. PRICE ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR STEVEN P. REID ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR JONATHAN A. RUBENSTEIN ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR DONALD M. SHUMKA ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR PAUL N. WRIGHT ISSUER YES FOR FOR
PROPOSAL #2: RATIFY KPMG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: AUTHORIZE BOARD TO FIX REMUNERATION OF ISSUER YES FOR FOR
AUDITORS
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ISSUER: Equatorial Resources Limited
TICKER: EQX CUSIP: Q3554P118
MEETING DATE: 11/27/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE ADOPTION OF THE REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #2: ELECT PETER WOODMAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: APPROVE ISSUANCE OF UP TO 10 PERCENT OF ISSUER YES AGAINST AGAINST
THE COMPANY'S ISSUED CAPITAL
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ISSUER: Galaxy Resources Ltd.
TICKER: GXY CUSIP: Q39596103
MEETING DATE: 2/15/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: RATIFY THE PAST ISSUANCE OF 30 MILLION ISSUER YES ABSTAIN AGAINST
SHARES TO M&G INVESTMENT MANAGEMENT LTD
PROPOSAL #2a: RATIFY THE PAST ISSUANCE OF 24 MILLION ISSUER YES FOR FOR
SHARES TO DEUTSCHE BANK AG
PROPOSAL #2b: APPROVE THE ISSUANCE OF UP TO 24 ISSUER YES FOR FOR
MILLION SHARES TO DEUTSCHE BANK AG
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ISSUER: Galaxy Resources Ltd.
TICKER: GXY CUSIP: Q39596103
MEETING DATE: 6/7/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #2: ELECT CRAIG READHEAD AS A DIRECTOR ISSUER YES FOR FOR
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ISSUER: Gindalbie Metals Ltd.
TICKER: GBG CUSIP: Q4046S108
MEETING DATE: 11/16/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #2: ELECT MICHAEL O'NEILL AS A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #3: ELECT SHAO AN LIN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: ELECT PAUL HALLAM AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: APPROVE THE EMPLOYEE SHARE OPTION PLAN ISSUER YES AGAINST AGAINST
PROPOSAL #6: APPROVE THE GRANT OF 1.15 MILLION ISSUER YES FOR FOR
OPTIONS TO TIMOTHY NETSCHER, MANAGING DIRECTOR OF THE
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ISSUER: Gindalbie Metals Ltd.
TICKER: GBG CUSIP: Q4046S108
MEETING DATE: 2/8/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE ISSUANCE OF 87.8 MILLION ISSUER YES FOR FOR
SHARES TO ANGANG GROUP HONG KONG (HOLDINGS) LIMITED
PROPOSAL #2: RATIFY THE PAST ISSUANCE OF 156.86 ISSUER YES FOR FOR
MILLION SHARES TO SOPHISTICATED AND INSTITUTIONAL
INVESTORS
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ISSUER: Glory Resources Ltd.
TICKER: GLY CUSIP: Q4062Z101
MEETING DATE: 11/23/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE ADOPTION OF THE REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #2: ELECT JEREMY WRATHALL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: ELECT LUI GIULIANI AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: ELECT BERNARD AYLWARD AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: RATIFY THE PAST ISSUANCE OF 1.35 MILLION ISSUER YES FOR FOR
TRANCHE 1 OPTIONS TO STAFF AND CONSULTANTS
PROPOSAL #6: RATIFY THE PAST ISSUANCE OF 1.0 MILLION ISSUER YES FOR FOR
TRANCHE 2 OPTIONS TO IN-COUNTRY STAFF AND CONSULTANTS
PROPOSAL #7: APPROVE ISSUANCE OF UP TO 10 PERCENT OF ISSUER YES AGAINST AGAINST
THE COMPANY'S ISSUED CAPITAL
PROPOSAL #8: APPROVE THE GRANT OF 1.0 MILLION OPTIONS ISSUER YES FOR FOR
TO JEREMY WRATHALL, DIRECTOR OF THE COMPANY
PROPOSAL #9: APPROVE THE GRANT OF 200,000 OPTIONS TO ISSUER YES FOR FOR
LUI GIULIANI, DIRECTOR OF THE COMPANY
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ISSUER: Harry Winston Diamond Corporation
TICKER: HW CUSIP: 41587B100
MEETING DATE: 7/18/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR MATTHEW W. BARRETT ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR MICHELINE BOUCHARD ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR DAVID CAREY ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR ROBERT A. GANNICOTT ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR NOEL HARWERTH ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR DANIEL JARVIS ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR JEAN-MARC LOUBIER ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR LAURENT E. MOMMEJA ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR J. ROGER B. PHILLIMORE ISSUER YES FOR FOR
PROPOSAL #2: RATIFY KPMG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: APPROVE RESTRICTED SHARE UNIT PLAN ISSUER YES FOR FOR
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ISSUER: Hochschild Mining plc
TICKER: HOC CUSIP: G4611M107
MEETING DATE: 5/30/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #3: APPROVE FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #4: RE-ELECT GRAHAM BIRCH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: ELECT ENRICO BOMBIERI AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: RE-ELECT JORGE BORN JR AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: RE-ELECT IGNACIO BUSTAMANTE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: RE-ELECT ROBERTO DAÑINO AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: RE-ELECT SIR MALCOLM FIELD AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: RE-ELECT EDUARDO HOCHSCHILD AS DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #11: RE-ELECT NIGEL MOORE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12: RE-ELECT RUPERT PENNANT-REA AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13: RE-ELECT FRED VINTON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14: REAPPOINT ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #15: AUTHORISE THE AUDIT COMMITTEE TO FIX ISSUER YES FOR FOR
REMUNERATION OF AUDITORS
PROPOSAL #16: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #17: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #18: AUTHORISE MARKET PURCHASE OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #19: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR
TWO WEEKS' NOTICE
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ISSUER: Iluka Resources Ltd.
TICKER: ILU CUSIP: Q4875J104
MEETING DATE: 5/22/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT STEPHEN JOHN TURNER AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2: ELECT WAYNE OSBORN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: ELECT GREGORY JOHN WALTON MARTIN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #4: ELECT JAMES HUTCHISON RANCK AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: APPROVE THE REMUNERATION REPORT ISSUER YES FOR FOR
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ISSUER: Imerys
TICKER: NK CUSIP: F49644101
MEETING DATE: 4/25/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE CONSOLIDATED FINANCIAL ISSUER YES FOR FOR
STATEMENTS AND STATUTORY REPORTS
PROPOSAL #3: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF EUR 1.55 PER SHARE
PROPOSAL #4: APPROVE AUDITORS' SPECIAL REPORT ON ISSUER YES FOR FOR
RELATED-PARTY TRANSACTIONS AND ACKNOWLEDGE THE
ABSENCE OF NEW TRANSACTIONS
PROPOSAL #5: REELECT IAN GALLIENNE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: REELECT FATINE LAYT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: REELECT ROBERT PEUGEOT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: REELECT OLIVIER PIROTTE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: REELECT AMAURY DE SEZE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: RATIFY APPOINTMENT OF MARION GUILLOU AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #11: ELECT MARIE-FRANCOISE WALBAUM AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #12: AUTHORIZE REPURCHASE OF UP TO 10 ISSUER YES FOR FOR
PERCENT OF ISSUED SHARE CAPITAL
PROPOSAL #13: AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- ISSUER YES FOR FOR
LINKED SECURITIES WITH PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF EUR 75 MILLION
PROPOSAL #14: AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- ISSUER YES FOR FOR
LINKED SECURITIES WITHOUT PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF EUR 30 MILLION
PROPOSAL #15: APPROVE ISSUANCE OF EQUITY OR EQUITY- ISSUER YES FOR FOR
LINKED SECURITIES FOR UP TO 15 PERCENT OF ISSUED
CAPITAL PER YEAR FOR PRIVATE PLACEMENTS
PROPOSAL #16: AUTHORIZE BOARD TO INCREASE CAPITAL IN ISSUER YES FOR FOR
THE EVENT OF ADDITIONAL DEMAND RELATED TO DELEGATIONS
SUBMITTED TO SHAREHOLDER VOTE ABOVE
PROPOSAL #17: AUTHORIZE BOARD TO SET ISSUE PRICE FOR ISSUER YES AGAINST AGAINST
10 PERCENT PER YEAR OF ISSUED CAPITAL PURSUANT TO
ISSUE AUTHORITY WITHOUT PREEMPTIVE RIGHTS
PROPOSAL #18: AUTHORIZE CAPITAL INCREASE OF UP TO 10 ISSUER YES FOR FOR
PERCENT OF ISSUED CAPITAL FOR FUTURE ACQUISITIONS
PROPOSAL #19: AUTHORIZE CAPITALIZATION OF RESERVES OF ISSUER YES FOR FOR
UP TO EUR 75 MILLION FOR BONUS ISSUE OR INCREASE IN
PAR VALUE
PROPOSAL #20: APPROVE ISSUANCE OF SECURITIES ISSUER YES FOR FOR
CONVERTIBLE INTO DEBT UP TO AN AGGREGATE AMOUNT OF
EUR 1 BILLION
PROPOSAL #21: SET TOTAL LIMIT FOR CAPITAL INCREASE AT ISSUER YES FOR FOR
EUR 75 MILLION AND SET TOTAL LIMIT FOR ISSUANCE OF
SECURITIES CONVERTIBLE INTO DEBT AT 1 BILLION TO
RESULT FROM ALL ISSUANCE REQUESTS PERSUANT TO
APPROVAL OF ITEMS 13-16, 18 AND 20
PROPOSAL #22: APPROVE EMPLOYEE STOCK PURCHASE PLAN ISSUER YES FOR FOR
PROPOSAL #23: AUTHORIZE ISSUANCE OF WARRANTS (BSA) ISSUER YES FOR FOR
WITHOUT PREEMPTIVE RIGHTS UP TO 5 PERCENT OF ISSUED
SHARE CAPITAL RESERVED FOR EMPLOYEES AND CORPORATE
OFFICERS
PROPOSAL #24: AUTHORIZE DECREASE IN SHARE CAPITAL VIA ISSUER YES FOR FOR
CANCELLATION OF REPURCHASED SHARES
PROPOSAL #25: AUTHORIZE FILING OF REQUIRED ISSUER YES FOR FOR
DOCUMENTS/OTHER FORMALITIES
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Ivanhoe Australia Ltd.
TICKER: IVA CUSIP: Q4980B103
MEETING DATE: 5/28/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #2: APPROVE THE REMUNERATION REPORT ISSUER NO N/A N/A
PROPOSAL #3a: ELECT STEWART BECKMAN AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #3b: ELECT STEPHEN MCINTOSH AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #3c: ELECT DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4: APPROVE THE IVANHOE AUSTRALIA LIMITED'S ISSUER NO N/A N/A
2013 REVISED LONG TERM INCENTIVE PLAN FOR EMPLOYEES
PROPOSAL #5: APPROVE THE GRANT OF PERFORMANCE RIGHTS ISSUER NO N/A N/A
TO PETER MCMAHON, CHAIRMAN OF THE COMPANY
PROPOSAL #6: APPROVE THE GRANT OF PERFORMANCE RIGHTS ISSUER NO N/A N/A
TO ROBERT VASSIE, MANAGING DIRECTOR OF THE COMPANY
PROPOSAL #7: APPROVE THE CHANGE OF COMPANY NAME TO ISSUER NO N/A N/A
INOVA RESOURCES LIMITED
PROPOSAL #8: APPROVE THE AMENDMENTS TO THE COMPANY'S ISSUER NO N/A N/A
CONSTITUTION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: K+S Aktiengesellschaft
TICKER: SDF CUSIP: D48164129
MEETING DATE: 5/14/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #2: APPROVE ALLOCATION OF INCOME AND ISSUER NO N/A N/A
DIVIDENDS OF EUR 1.40 PER SHARE
PROPOSAL #3: APPROVE DISCHARGE OF MANAGEMENT BOARD ISSUER NO N/A N/A
FOR FISCAL 2012
PROPOSAL #4: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER NO N/A N/A
FOR FISCAL 2012
PROPOSAL #5: RATIFY DELOITTE & TOUCHE GMBH AS ISSUER NO N/A N/A
AUDITORS FOR FISCAL 2013
PROPOSAL #6a: ELECT JELLA BENNER-HEINACHER TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #6b: ELECT WESLEY CLARK TO THE SUPERVISORY ISSUER NO N/A N/A
BOARD
PROPOSAL #6c: ELECT BERND MALMSTROEM TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #6d: ELECT ANNETTE MESSEMER TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #6e: ELECT RUDOLF MUELLER TO THE SUPERVISORY ISSUER NO N/A N/A
BOARD
PROPOSAL #6f: ELECT ECKART SUENNER TO THE SUPERVISORY ISSUER NO N/A N/A
BOARD
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Kenmare Resources plc
TICKER: JEV CUSIP: G52332106
MEETING DATE: 5/29/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #3(a): RE-ELECT SOFIA BIANCHI AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3(b): RE-ELECT MICHAEL CARVILL AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3(c): RE-ELECT JACOB DEYSEL AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3(d): RE-ELECT TERENCE FITZPATRICK AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3(e): RE-ELECT ELIZABETH HEADON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3(f): RE-ELECT JUSTIN LOASBY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3(g): RE-ELECT ANTHONY LOWRIE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3(h): RE-ELECT TONY MCCLUSKEY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: ELECT STEVEN MCTIERNAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: ELECT GABRIEL SMITH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: AUTHORISE BOARD TO FIX REMUNERATION OF ISSUER YES FOR FOR
AUDITORS
PROPOSAL #7: FIX THE AGGREGATE ORDINARY REMUNERATION ISSUER YES FOR FOR
OF NON-EXECUTIVE DIRECTORS
PROPOSAL #8: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #9: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #10: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR
TWO WEEKS' NOTICE
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Kumarina Resources Ltd.
TICKER: KMR CUSIP: Q5373Y105
MEETING DATE: 11/21/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT PETER SULLIVAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2: APPROVE THE ADOPTION OF THE REMUNERATION ISSUER YES FOR FOR
REPORT
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Lake Shore Gold Corp.
TICKER: LSG CUSIP: 510728108
MEETING DATE: 5/15/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: FIX NUMBER OF DIRECTORS AT SIX ISSUER YES FOR FOR
PROPOSAL #2.1: ELECT DIRECTOR ALAN C. MOON ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR ARNOLD KLASSEN ISSUER YES FOR FOR
PROPOSAL #2.3: ELECT DIRECTOR JONATHAN GILL ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT DIRECTOR FRANK HALLAM ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT DIRECTOR PETER CROSSGROVE ISSUER YES FOR FOR
PROPOSAL #2.6: ELECT DIRECTOR ANTHONY P. MAKUCH ISSUER YES FOR FOR
PROPOSAL #3: APPROVE DELOITTE LLP AS AUDITORS AND ISSUER YES FOR FOR
AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #4: RE-APPROVE STOCK OPTION PLAN ISSUER YES FOR FOR
PROPOSAL #5: APPROVE ADVANCE NOTICE POLICY ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Medusa Mining Ltd.
TICKER: MML CUSIP: Q59444101
MEETING DATE: 11/15/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT ROBERT WEINBERG AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2: APPROVE DISAPPLICATION OF PRE-EMPTIVE ISSUER YES FOR FOR
RIGHTS
PROPOSAL #3: APPROVE THE ADOPTION OF THE REMUNERATION ISSUER YES FOR N/A
REPORT
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Mountain Province Diamonds Inc.
TICKER: MPV CUSIP: 62426E402
MEETING DATE: 6/11/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: FIX NUMBER OF DIRECTORS AT SEVEN ISSUER YES FOR FOR
PROPOSAL #2.1: ELECT DIRECTOR JONATHAN COMERFORD ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR BRUCE DRESNER ISSUER YES FOR FOR
PROPOSAL #2.3: ELECT DIRECTOR PATRICK EVANS ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT DIRECTOR ELIZABETH J. KIRKWOOD ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT DIRECTOR PEEYUSH VARSHNEY ISSUER YES FOR FOR
PROPOSAL #2.6: ELECT DIRECTOR CARL VERLEY ISSUER YES FOR FOR
PROPOSAL #2.7: ELECT DIRECTOR DAVID WHITTLE ISSUER YES FOR FOR
PROPOSAL #3: APPROVE KPMG LLP AS AUDITORS AND ISSUER YES FOR FOR
AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #4: APPROVE SHAREHOLDER RIGHTS PLAN ISSUER YES FOR FOR
PROPOSAL #5: APPROVE ADVANCE NOTICE POLICY ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Nevsun Resources Ltd.
TICKER: NSU CUSIP: 64156L101
MEETING DATE: 9/5/2012 FOR/AGAINST
PROPOSAL: �� PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE STOCK OPTION PLAN ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Nevsun Resources Ltd.
TICKER: NSU CUSIP: 64156L101
MEETING DATE: 5/14/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: FIX NUMBER OF DIRECTORS AT FIVE ISSUER YES FOR FOR
PROPOSAL #2.1: ELECT DIRECTOR R. STUART ANGUS ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR CLIFFORD T. DAVIS ISSUER YES FOR FOR
PROPOSAL #2.3: ELECT DIRECTOR ROBERT J. GAYTON ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT DIRECTOR GARY E. GERMAN ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT DIRECTOR GERARD E. MUNERA ISSUER YES FOR FOR
PROPOSAL #3: APPROVE KPMG LLP AS AUDITORS AND ISSUER YES FOR FOR
AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #4: APPROVE ADVANCE NOTICE POLICY ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Newmont Mining Corporation
TICKER: NEM CUSIP: 651639106
MEETING DATE: 4/24/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR BRUCE R. BROOK ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR J. KOFI BUCKNOR ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR VINCENT A. CALARCO ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR JOSEPH A. CARRABBA ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR NOREEN DOYLE ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR GARY J. GOLDBERG ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR VERONICA M. HAGEN ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR JANE NELSON ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR DONALD C. ROTH ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR SIMON R. THOMPSON ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: APPROVE EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NovaCopper Inc.
TICKER: NCQ CUSIP: 66988K102
MEETING DATE: 5/21/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR TONY S. GIARDINI ISSUER YES WITHHOLD AGAINST
PROPOSAL #1.2: ELECT DIRECTOR THOMAS S. KAPLAN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR TERRY KREPIAKEVICH ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR GREGORY A. LANG ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR IGOR LEVENTAL ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR KALIDAS V. MADHAVPEDDI ISSUER YES WITHHOLD AGAINST
PROPOSAL #1.7: ELECT DIRECTOR GERALD J. MCCONNELL ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR CLYNTON R. NAUMAN ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR JANICE STAIRS ISSUER YES WITHHOLD AGAINST
PROPOSAL #1.10: ELECT DIRECTOR WALTER SEGSWORTH ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR RICK VAN NIEUWENHUYSE ISSUER YES FOR FOR
PROPOSAL #2: APPROVE PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #3: APPROVE RESTRICTED SHARE UNIT PLAN ISSUER YES AGAINST AGAINST
PROPOSAL #4: APPROVE DEFERRED SHARE UNIT PLAN ISSUER YES AGAINST AGAINST
PROPOSAL #5: ADVISORY VOTE ON EXECUTIVE COMPENSATION ISSUER YES FOR FOR
APPROACH
PROPOSAL #6: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OZ Minerals Ltd
TICKER: OZL CUSIP: Q7161P122
MEETING DATE: 5/28/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #2i: ELECT PAUL DOWD AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2ii: ELECT CHARLES LENEGAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: APPROVE THE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #4: APPROVE THE GRANT OF UP TO 330,000 ISSUER YES FOR FOR
PERFORMANCE RIGHTS TO TERRY BURGESS, MANAGING
DIRECTOR AND CHIEF EXECUTIVE OFFICER OF THE COMPANY
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Panoramic Resources Ltd.
TICKER: PAN CUSIP: Q7318E103
MEETING DATE: 11/21/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT JOHN ROWE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2: APPROVE THE ADOPTION OF THE REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #3: RATIFY THE PAST ISSUANCE OF 14 MILLION ISSUER YES FOR FOR
FULLY PAID ORDINARY SHARES TO MATSA RESOURCES LIMITED
PROPOSAL #4: RENEW THE PROPORTIONAL TAKEOVER ISSUER YES FOR FOR
PROVISIONS
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Papillon Resources Limited
TICKER: PIR CUSIP: Q7330A113
MEETING DATE: 11/8/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE ADOPTION OF THE REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #2: ELECT ALEC PISMIRIS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: ELECT ROBERT BEHETS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: RATIFY THE PAST ISSUANCE OF 21 MILLION ISSUER YES FOR FOR
SHARES TO LONDON BASED INSTITUTIONAL AND
SOPHISTICATED INVESTORS
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Papillon Resources Limited
TICKER: PIR CUSIP: Q7330A113
MEETING DATE: 2/15/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE GRANT OF UP TO 1.58 MILLION ISSUER YES FOR FOR
PERFORMANCE RIGHTS TO MARK CONNELLY, MANAGING
DIRECTOR AND CHIEF EXECUTIVE OFFICER OF THE COMPANY
PROPOSAL #2: APPROVE THE GRANT OF UP TO 528,000 ISSUER YES AGAINST AGAINST
PERFORMANCE RIGHTS TO ROBERT BEHETS, DIRECTOR OF THE
COMPANY
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Petropavlovsk plc
TICKER: POG CUSIP: G7053A101
MEETING DATE: 3/7/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ISSUE OF SHARES BY IRC LIMITED ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Petropavlovsk plc
TICKER: POG CUSIP: G7053A101
MEETING DATE: 6/11/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #3: APPROVE FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #4: REAPPOINT DELOITTE LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #5: AUTHORISE BOARD TO FIX REMUNERATION OF ISSUER YES FOR FOR
AUDITORS
PROPOSAL #6: RE-ELECT PETER HAMBRO AS DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #7: RE-ELECT SERGEY ERMOLENKO AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: RE-ELECT ANDREY MARUTA AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: RE-ELECT DR ALFIYA SAMOKHVALOVA AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #10: RE-ELECT MARTIN SMITH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11: RE-ELECT DR GRAHAM BIRCH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12: RE-ELECT RACHEL ENGLISH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13: RE-ELECT SIR MALCOLM FIELD AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14: RE-ELECT LORD GUTHRIE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #15: RE-ELECT DR DAVID HUMPHREYS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #16: RE-ELECT SIR RODERIC LYNE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #17: RE-ELECT CHARLES MCVEIGH III AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #18: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #19: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #20: AUTHORISE MARKET PURCHASE OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #21: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR
TWO WEEKS' NOTICE
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Potash Corporation of Saskatchewan Inc.
TICKER: POT CUSIP: 73755L107
MEETING DATE: 5/16/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR CHRISTOPHER M. BURLEY ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR DONALD G. CHYNOWETH ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR DANIEL CLAUW ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR WILLIAM J. DOYLE ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR JOHN W. ESTEY ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR GERALD W. GRANDEY ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR C. STEVEN HOFFMAN ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR DALLAS J. HOWE ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR ALICE D. LABERGE ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR KEITH G. MARTELL ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR JEFFREY J. MCCAIG ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR MARY MOGFORD ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR ELENA VIYELLA DE PALIZA ISSUER YES FOR FOR
PROPOSAL #2: RATIFY DELOITTE & TOUCHE LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: APPROVE 2013 PERFORMANCE OPTION PLAN ISSUER YES FOR FOR
PROPOSAL #4: ADVISORY VOTE ON EXECUTIVE COMPENSATION ISSUER YES FOR FOR
APPROACH
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PT Vale Indonesia Tbk
TICKER: INCO CUSIP: Y39128148
MEETING DATE: 4/23/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT DIRECTORS' REPORT ISSUER YES FOR FOR
PROPOSAL #2: ACCEPT COMMISSIONERS' REPORT ISSUER YES FOR FOR
PROPOSAL #3: ACCEPT FINANCIAL STATEMENTS ISSUER YES FOR FOR
PROPOSAL #4: APPROVE ALLOCATION OF INCOME AND PAYMENT ISSUER YES FOR FOR
OF DIVIDEND
PROPOSAL #5: ELECT COMMISSIONERS ISSUER YES AGAINST AGAINST
PROPOSAL #6: ELECT DIRECTORS ISSUER YES AGAINST AGAINST
PROPOSAL #7: APPROVE REMUNERATION OF COMMISSIONERS ISSUER YES FOR FOR
PROPOSAL #8: APPROVE REMUNERATION OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #9: APPROVE AUDITORS ISSUER YES FOR FOR
PROPOSAL #10: OTHER BUSINESS ISSUER �� YES AGAINST AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Reed Resources Ltd.
TICKER: RDR CUSIP: Q80514104
MEETING DATE: 7/12/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE GRANT OF SHARES TO LUKE ISSUER YES FOR FOR
TONKIN, MANAGING DIRECTOR AND CEO OF THE COMPANY
PROPOSAL #2: APPROVE THE GRANT OF SIGN-ON PERFORMANCE ISSUER YES FOR FOR
RIGHTS TO LUKE TONKIN, MANAGING DIRECTOR AND CEO OF
THE COMPANY
PROPOSAL #3: APPROVE THE GRANT OF LONG TERM INCENTIVE ISSUER YES FOR FOR
PERFORMANCE RIGHTS TO LUKE TONKIN, MANAGING DIRECTOR
AND CEO OF THE COMPANY
PROPOSAL #4: APPROVE THE GRANT OF SHARES TO ISSUER YES FOR FOR
CHRISTOPHER REED, EXECUTIVE DIRECTOR OF THE COMPANY
PROPOSAL #5: APPROVE THE GRANT OF SIGN-ON PERFORMANCE ISSUER YES FOR FOR
RIGHTS TO CHRISTOPHER REED, EXECUTIVE DIRECTOR OF
THE COMPANY
PROPOSAL #6: APPROVE THE GRANT OF LONG TERM INCENTIVE ISSUER YES FOR FOR
PERFORMANCE RIGHTS TO CHRISTOPHER REED, EXECUTIVE
DIRECTOR OF THE COMPANY
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Reed Resources Ltd.
TICKER: RDR CUSIP: Q80514104
MEETING DATE: 11/29/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT LUKE TONKIN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2: ELECT CHRISTOPHER REED AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: APPROVE THE ADOPTION OF THE REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #4: RATIFY THE PAST ISSUANCE OF 44.44 ISSUER YES ABSTAIN AGAINST
MILLION SHARES TO SELECTED INSTITUTIONAL AND
SOPHISTICATED INVESTORS
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Rescue Radio Corporation Ltd.
TICKER: N/A CUSIP: Q8069D104
MEETING DATE: 11/26/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE ADOPTION OF THE REMUNERATION ISSUER YES ABSTAIN AGAINST
REPORT
PROPOSAL #2: ELECT MACARTHUR AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Resolute Mining Ltd.
TICKER: RSG CUSIP: Q81068100
MEETING DATE: 11/27/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE ADOPTION OF THE REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #2: ELECT PETER ERNEST HUSTON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: APPROVE THE RESOLUTE MINING PERFORMANCE ISSUER YES FOR FOR
RIGHTS PLAN
PROPOSAL #4: APPROVE THE GRANT OF UP TO 546,875 ISSUER YES FOR FOR
PERFORMANCE RIGHTS TO PETER SULLIVAN
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Rio Tinto plc
TICKER: RIO CUSIP: G75754104
MEETING DATE: 4/18/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #3: RE-ELECT ROBERT BROWN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: RE-ELECT VIVIENNE COX AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: RE-ELECT JAN DU PLESSIS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: RE-ELECT GUY ELLIOTT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: RE-ELECT MICHAEL FITZPATRICK AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: RE-ELECT ANN GODBEHERE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: RE-ELECT RICHARD GOODMANSON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: RE-ELECT LORD KERR AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11: RE-ELECT CHRIS LYNCH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12: RE-ELECT PAUL TELLIER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13: RE-ELECT JOHN VARLEY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14: RE-ELECT SAM WALSH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #15: REAPPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #16: AUTHORISE THE AUDIT COMMITTEE TO FIX ISSUER YES FOR FOR
REMUNERATION OF AUDITORS
PROPOSAL #17: APPROVE PERFORMANCE SHARE PLAN ISSUER YES FOR FOR
PROPOSAL #18: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #19: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #20: AUTHORISE MARKET PURCHASE OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #21: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR
TWO WEEKS' NOTICE
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Semafo Inc.
TICKER: SMF CUSIP: 816922108
MEETING DATE: 5/13/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR TERENCE F. BOWLES ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR BENOIT DESORMEAUX ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR JEAN LAMARRE ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR JOHN LEBOUTILLIER ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR GILLES MASSON ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR LAWRENCE MCBREARTY ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR TERTIUS ZONGO ISSUER YES FOR FOR
PROPOSAL #2: APPROVE PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #3: ADVISORY VOTE ON EXECUTIVE COMPENSATION ISSUER YES FOR FOR
APPROACH
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Speewah Metals Ltd.
TICKER: SPM CUSIP: Q8703L108
MEETING DATE: 11/27/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE ADOPTION OF THE REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #2: ELECT LEONID CHARUCKYJ AS DIRECTOR ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Speewah Metals Ltd.
TICKER: SPM CUSIP: Q8703L108
MEETING DATE: 4/30/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE CHANGE OF COMPANY NAME TO ISSUER YES FOR FOR
KING RIVER COPPER LIMITED
PROPOSAL #2: APPROVE THE GRANT OF UP TO 1.25 MILLION ISSUER YES FOR FOR
OPTIONS TO ANTHONY BARTON, DIRECTOR OF THE COMPANY
PROPOSAL #3: APPROVE THE GRANT OF UP TO 750,000 ISSUER YES FOR FOR
OPTIONS TO DEREK CAREW-HOPKINS, DIRECTOR OF THE
PROPOSAL #4: APPROVE THE GRANT OF UP TO 750,000 ISSUER YES FOR FOR
OPTIONS TO LEONID CHARUCKYJ, DIRECTOR OF THE COMPANY
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: St Barbara Ltd.
TICKER: SBM CUSIP: Q8744Q108
MEETING DATE: 11/22/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #2: APPROVE THE ADOPTION OF THE REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #3: ELECT SAUL JONATHAN COLIN WISE AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #4: ELECT PHILLIP CLIVE LOCKYER AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: APPROVE THE INCREASE IN MAXIMUM ISSUER YES FOR FOR
AGGREGATE REMUNERATION OF NON-EXECUTIVE DIRECTORS
PROPOSAL #6: APPROVE THE ISSUANCE OF UP TO 438,182 ISSUER YES FOR FOR
PERFORMANCE RIGHTS TO TIMOTHY JAMES LEHANY, MANAGING
DIRECTOR AND CHIEF EXECUTIVE OFFICER OF THE COMPANY
PROPOSAL #7: APPROVE THE PROVISION OF FINANCIAL ISSUER YES FOR FOR
ASSISTANCE IN RELATION WITH THE ACQUISITION OF ALLIED
GOLD MINING LIMITED
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: The Mosaic Company
TICKER: MOS CUSIP: 61945C103
MEETING DATE: 10/4/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR PHYLLIS E. COCHRAN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR GREGORY L. EBEL ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ROBERT L. LUMPKINS ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR WILLIAM T. MONAHAN ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR HAROLD H. MACKAY ISSUER YES FOR FOR
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Umicore
TICKER: UMI CUSIP: B95505168
MEETING DATE: 4/30/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #2: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #3: APPROVE FINANCIAL STATEMENTS, ALLOCATION ISSUER YES FOR FOR
OF INCOME, AND DIVIDENDS OF EUR 1.00 PER SHARE
PROPOSAL #5: APPROVE DISCHARGE OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #6: APPROVE DISCHARGE OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #7.1: REELECT ISABELLE BOUILLOT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.2: REELECT SHOHEI NAITO AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.3: ELECT FRANS VAN DAELE AS INDEPENDENT ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #7.4: ELECT BARABARA KUX AS INDEPENDENT ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #7.5: APPROVE REMUNERATION OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #1: AUTHORIZE REPURCHASE OF UP TO 10 PERCENT ISSUER YES FOR FOR
OF ISSUED SHARE CAPITAL
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Uralkali OAO
TICKER: URKA CUSIP: 91688E206
MEETING DATE: 12/12/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE INTERIM DIVIDENDS OF RUB 4.71 ISSUER YES FOR FOR
PER SHARE
PROPOSAL #2: APPROVE NEW EDITION OF CHARTER ISSUER YES FOR FOR
PROPOSAL #3: APPROVE NEW EDITION OF REGULATIONS ON ISSUER YES FOR FOR
BOARD OF DIRECTORS
PROPOSAL #4: APPROVE NEW EDITION OF REGULATIONS ON ISSUER YES FOR FOR
REMUNERATION OF DIRECTORS
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Uralkali OAO
TICKER: URKA CUSIP: 91688E206
MEETING DATE: 6/4/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE MEETING PROCEDURES ISSUER YES FOR FOR
PROPOSAL #2: APPROVE ANNUAL REPORT ISSUER YES FOR FOR
PROPOSAL #3: APPROVE FINANCIAL STATEMENTS ISSUER YES FOR FOR
PROPOSAL #4: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF RUB 3.90 PER SHARE
PROPOSAL #5.1: ELECT LIDIYA NIKONOVA AS MEMBER OF ISSUER YES FOR FOR
AUDIT COMMISSION
PROPOSAL #5.2: ELECT ALEKSANDRA ORLOVA AS MEMBER OF ISSUER YES FOR FOR
AUDIT COMMISSION
PROPOSAL #5.3: ELECT MARIYA PARIEVA AS MEMBER OF ISSUER YES FOR FOR
AUDIT COMMISSION
PROPOSAL #5.4: ELECT ARTEM TKACHEV AS MEMBER OF AUDIT ISSUER YES FOR FOR
COMMISSION
PROPOSAL #5.5: ELECT KSENIYA TOLA AS MEMBER OF AUDIT ISSUER YES FOR FOR
COMMISSION
PROPOSAL #6: APPROVE NEW EDITION OF CHARTER ISSUER YES FOR FOR
PROPOSAL #7: APPROVE NEW EDITION OF REGULATIONS ON ISSUER YES FOR �� FOR
BOARD OF DIRECTORS
PROPOSAL #8: APPROVE NEW EDITION OF REGULATIONS ON ISSUER YES FOR FOR
GENERAL MEETINGS
PROPOSAL #9: APPROVE NEW EDITION OF REGULATIONS ON ISSUER YES FOR FOR
AUDIT COMMISSION
PROPOSAL #10: AMEND REGULATIONS ON REMUNERATION OF ISSUER YES FOR FOR
DIRECTORS
PROPOSAL #11: APPROVE NEW EDITION OF REGULATIONS ON ISSUER YES FOR FOR
MANAGEMENT
PROPOSAL #12: DETERMINE COST OF INDEMNIFICATION ISSUER YES FOR FOR
AGREEMENTS WITH DIRECTORS
PROPOSAL #13: APPROVE RELATED-PARTY TRANSACTIONS RE: ISSUER YES FOR FOR
INDEMNIFICATION AGREEMENTS WITH DIRECTORS
PROPOSAL #14.1: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
WITH OAO URAL SCIENTIFIC AND RESEARCH PROJECT
INSTITUTE OF HALURGY RE: SERVICE AGREEMENTS
PROPOSAL #14.2: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
WITH ZAO VNII GALURGII RE: SERVICE AGREEMENTS
PROPOSAL #14.3: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
WITH ZAO SOLIKAMSK CONSTRUCTION TRUST RE: SERVICE
AGREEMENTS
PROPOSAL #14.4: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
WITH ZAO REGISTRATOR INTRACO RE: SERVICE AGREEMENTS
PROPOSAL #14.5: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
WITH SECURITY AGENCY SHERIFF-BEREZNIKI RE: SERVICE
AGREEMENTS
PROPOSAL #14.6: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
WITH ZAO SOLIKAMSK CONSTRUCTION TRUST RE: LEASE
AGREEMENTS
PROPOSAL #14.7: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
WITH OAO URAL SCIENTIFIC AND RESEARCH PROJECT
INSTITUTE OF HALURGY RE: LEASE AGREEMENTS
PROPOSAL #14.8: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
WITH OOO SILVINIT-TRANSPORT RE: LEASE AGREEMENTS
PROPOSAL #14.9: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
WITH OAO URAL SCIENTIFIC AND RESEARCH PROJECT
INSTITUTE OF HALURGY RE: LEASE AGREEMENTS
PROPOSAL #14.10: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
WITH ZAO SOLIKAMSK CONSTRUCTION TRUST RE:
SALE/PURCHASE AND SUPPLY CONTRACTS
PROPOSAL #14.11: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
WITH ZAO BELARUSIAN POTASH COMPANY RE: SALE/PURCHASE
AND SUPPLY CONTRACTS
PROPOSAL #14.12: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
WITH OAO SOLIKAMSK MAGNESIUM PLANT RE: SALE/PURCHASE
AND SUPPLY CONTRACTS
PROPOSAL #14.13: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
WITH OAO KOPEISK MACHINE-BUILDING PLANT RE:
SALE/PURCHASE AND SUPPLY CONTRACTS
PROPOSAL #14.14: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
WITH ZAO SOLIKAMSK CONSTRUCTION TRUST RE: LOAN
AGREEMENTS
PROPOSAL #14.15: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
RE: CAPITAL CONTRIBUTIONS TO SUBSIDIARIES
PROPOSAL #15.1: ELECT ANTON AVERIN AS DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #15.2: ELECT VLADISLAV BAUMGERTNER AS ISSUER YES AGAINST N/A
DIRECTOR
PROPOSAL #15.3: ELECT ALEXANDR VOLOSHIN AS DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #15.4: ELECT ANNA KOLONCHINA AS DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #15.5: ELECT ALEXANDR MALAKH AS DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #15.6: ELECT VLADISLAV MAMULKIN AS DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #15.7: ELECT ROBERT JOHN MARGETTS AS DIRECTOR ISSUER YES FOR N/A
PROPOSAL #15.8: ELECT PAUL JAMES OSTLING AS DIRECTOR ISSUER YES FOR N/A
PROPOSAL #15.9: ELECT GORDON HOLDEN SAGE AS DIRECTOR ISSUER YES FOR N/A
PROPOSAL #16: RATIFY PRICEWATERHOUSECOOPERS AS IFRS ISSUER YES FOR FOR
AUDITOR
PROPOSAL #17: RATIFY PRICEWATERHOUSECOOPERS AS ISSUER YES FOR FOR
AUDITOR OF COMPANY'S IFRS CONSOLIDATED FINANCIAL
PROPOSAL #18: RATIFY OOO BAT-AUDIT AS RAS AUDITOR ISSUER YES FOR FOR
PROPOSAL #19.1: DETERMINE COST OF LIABILITY INSURANCE ISSUER YES FOR FOR
FOR DIRECTORS AND OFFICERS
PROPOSAL #19.2: DETERMINE COST OF LIABILITY INSURANCE ISSUER YES FOR FOR
FOR DIRECTORS AND OFFICERS IN VIEW OF PUBLIC
OFFERING OF SECURITIES
PROPOSAL #20.1: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
RE: LIABILITY INSURANCE FOR DIRECTORS AND OFFICERS
PROPOSAL #20.2: APPROVE RELATED-PARTY TRANSACTIONS ISSUER YES FOR FOR
RE: PUBLIC OFFERING OF SECURITIES INSURANCE FOR
DIRECTORS AND OFFICERS
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Zambezi Resources Ltd.
TICKER: ZRL CUSIP: G98841128
MEETING DATE: 12/20/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPOINT DELOITTE TOUCHE TOHMATSU AS ISSUER YES FOR FOR
AUDITORS OF THE COMPANY
PROPOSAL #2: ELECT DAVID VILENSKY AS A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #3: ELECT RICHARD PROCTER AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: ELECT SIMON DURACK AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: RATIFY THE PAST ISSUANCE OF 83.33 ISSUER YES FOR FOR
MILLION SHARES TO BERGEN GLOBAL OPPORTUNITY FUND, LP
PROPOSAL #6: APPROVE THE ISSUANCE OF UP TO 10 PERCENT ISSUER YES AGAINST AGAINST
OF THE COMPANY'S ISSUED CAPITAL
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
F. William McNabb III*
Chairman and Chief Executive Officer
Date: August 29, 2013
*By: /s/Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filed on March 27, 2012,
see File Number 2-11444. Incorporated by Reference.
